My Hero Academia, Generation Rising
by Cmd1995
Summary: The story follows the adventures and growth of the hero in training Serena, as well as her classmates as U.A. High in the newly formed class 1C in the hero course. The story features a cast made primarily of OCs, and coexists with the canon plot in most regards. This is however an AU so there will be differences, and the characters will not directly interact with the canon plotline
1. Beginings

\- Tokyo Japan, outskirts -  
"Of all the days to oversleep!" Serena cursed as she jumped out of bed, frantically trying to get herself dressed "I just HAD to choose the day of my entrance exam to UA, literally the only day I can absolutely not be late for."

It was a big day for the teenage girl, after months of stubborn determination, pestering, and navigating red tape, Serena had managed to get UA to let her take her entrance exam to start in their first year hero course, despite her being a year too old for it. Most students started their studies at age 15, but Serena had spent a year figuring out what she wanted to pursue in life before deciding to become a pro hero.

"I told you staying up to do a late night jog was going to come back to bite you Serena" a voice called from outside the bedroom "but don't worry, I told you the exam was earlier than it actually is so that when you inevitably overslept you wouldn't miss it"

Serena stopped short, halfway through the process of putting on pants "You… damn it you got me again… I can't even be mad that you assumed I'd oversleep because you ended up being right…. Thanks Mom" she called back, pouting a bit as she finished getting dressed and walked out into the hallway. A quick jog down the stairs and into the kitchen brought her to the source of the voice. A young woman, probably only in her late 20s, dressed in a business suit with her long brunette hair tied back in a ponytail. She was currently at the stove, making bacon and eggs for them to eat before setting about their days. The woman was Leona Ikusei, a private detective and medical specialist who worked with the local police, and she was also Serena's adoptive mother.

"Another day at the station Mom? They've been working you pretty hard lately" Serena said as she sat down at the table.

Leona sighed as she brought over the plates of steaming food to sit across from Serena "yes, there's been a sudden surge of homicides in private residences lately. Likely the work of some restless villains who can't operate freely anymore with All Might moving to the city for his new teaching position, things were tough enough for them with just the headmaster monitoring things. So since they can't commit crimes out in the open they resort to murdering in places heroes wouldn't be able to stop them… which makes a lot of extra work for me as we try to track them down"

"ALL MIGHT IS BECOMING A TEACHER?" Serena exclaimed, spitting out the water she'd just started to drink.

"Ah shoot, that's not supposed to be public knowledge until tomorrow, you heard nothing" Leona said "if anyone knew I let that slip the chief would have my hide… but yes All Might is becoming a teacher at UA, not sure why he suddenly decided to take up teaching, but it's quite exciting news for whichever class he ends up running."

"Wow, I hope I end up in his class, being trained by the number one rated hero in the world sounds amazing" Serena said, then she began to dig into her meal.

"Pass the exam first young lady, then you can start hoping to be in his class, I know you're more than capable of excelling, but there's going to be hundreds of applicants you need to outperform, don't get cocky" Leona scolded "remember this isn't a pass or fail type of test, it's a competition, you might not get in"

"Right, sorry" Serena said sheepishly "still I'm pretty confident I can make it, they're starting up a whole new class, so there's over 20 new spots to fill that weren't around in previous years. I'm sure with that bit of breathing room I can manage to place high enough to be accepted."

"Confidence is good, just don't get arrogant, you're prone to that" Leona warned, then glanced at the clock and sighed again "well looks like I'm out of time, your train ticket is on the counter, don't be late now. I'll see you tonight, good luck!"

"Alright, thanks mom, I'll make you proud, just you wait." Serena said with a smile

"Silly girl" Leona chuckled as she stood and walked towards the door, pausing briefly to give Serena a hug before leaving "I'm already proud of you every day, you should know that"

Serena blushed a bit "m-moooom, don't say things like that you'll get me all flustered" she protested, but she returned the hug and then focused on eating her food.

Leona laughed, then walked out the door to head to work. Serena finished her meal, then went to finish getting dressed into her uniform before setting out for the day. Taking a look at herself in the mirror she could barely contain her enthusiasm.

She tied her long, fiery red hair back in a ponytail so it wouldn't be in the way, then grabbed her gloves and slid them on. As was usual for her in the mornings, she winced a bit when she looked at the back of her hands while putting on the gloves. There were massive and very deep scars on her hands, which the fingerless gloves covered up, but looking at them even for the brief moment before she covered them always soured her mood a bit.

With her uniform on, she grabbed her bag and the train ticket from the kitchen counter and darted out the door to head for the train.

-UA practical exam testing ground A -

Serena stretched out as she stood in front of the large metal doors keeping her and the other applicants outside the exam area before it officially started. The written portion of the exam had been easy enough, she'd done a lot of extra studying to prepare for it, and the description of how this exam would work suited her just fine. All she needed to do was break a bunch of machines… she could break machines no problem, all she needed was to not let the other applicants get too many points before her.

Looking around she could see why her mom had told her not to be overconfident though, everyone here looked formidable in their own right, when it came to fighting faux villains they would prove an obstacle for her, taking down enemies before they could help charge her energy reserves. She needed a plan, some way to…

Serena's train of thought was interrupted by the starting bell of the test and the gates opening, all of the applicants surging through in a tidal wave of hopeful applicants. "crud, guess I'm winging it" Serena muttered as she charged through the gates at top speed. She was faster than a lot of the other applicants around her, that was to her benefit. Presumably the faux villains were scattered across the whole city, if she kept on charging to the center while her fellow applicants got distracted by the initial encounters, she could scope out an area for her to fight in without any kill stealing.

She didn't get far before a robotic foe darted out towards her, with two arms, a single wheel, and a tail that counterbalanced its weight, it was just a one-point villain, but it was coming right for her already, not giving her the option of just ignoring it to hunt for more valuable targets. It threw a jab at her while accelerating, but she batted it aside with one hand.

"Not much energy from these guys' punches huh, well it's just a 1 point" Serena thought to herself as she rotated herself around the charging robot and spun into a roundhouse kick to the joints connecting its wheel to the body, unleashing a burst of force at the point of impact and easily breaking the vulnerable area to incapacitate the faux villain. Her quirk, energy absorption, was perfectly suited to mindless opponents like these. She could absorb energy from anything she touched, store it inside her, and then dish it right back out in her own attacks. Currently the only type of energy she could absorb was kinetic energy, but these villains were just throwing punches and the like, which meant every reckless attack they made was just an all you can eat buffet of offensive power for her.

Not wanting to waste any more time, Serena continued her sprint for the center of the city, destroying a few more single point and 2 point targets on her way until she found an area that was relatively unpopulated by other applicants. She'd built up some energy on her way, and as she suspected, there were targets for her here too. This deep into the city there were mostly 2 point and 3 point targets. She gave the different models a once over before charging in. The 2-point bots were the most humanoid in design, standing upright with large fists for crushing blows, the 3-point bots were 4-legged tanks with two guns on their backs. She doubted the guns were loaded with real bullets, probably just rubber rounds or something, not that it really mattered in her case.

With a burst of energy from her feet Serena sprung at the nearest two point villain, moving deliberately slow enough to let it react and throw a punch at her, which she stopped with one palm, absorbing the energy of the attack and making it stop short, which threw the robot off balance as it suddenly jolted to a halt for an instant. With a slight grunt she pushed off of the fist, flipping herself over it and propelling herself into a kick to the neck of the bot, unleashing part of the attack she'd just absorbed to make her kick decapitate her target. The head flew off and clanged against the body of a 3-point target, causing it to turn on her and open fire.

"Bingo" Serena said with a smirk as she sprung off the now defeated robot and flew into the hailstorm of rubber bullets being fired at her. Each bullet that struck her was instantly stopped by her quirk and fell to the ground harmlessly, providing her with a surge of energy as she reached the body of the robot and crumpled its skull with a flying kick. She wasn't done yet though, ripping off a metal plate from the defeated robot and using carefully controlled bursts of force to bend and crush it into a spear-like shape.

She'd gotten the attention of the rest of the bots now, and several were approaching her, just like she wanted. Looking around she found two 2-pointers and a 3 point all in a line, so she hurled her makeshift javelin and imbued a surge of kinetic energy into the throw, piercing all three targets with the spear and earning 7 points in a single attack.

"So with that and the things I beat on the way here, I think that's 22 points now" Serena mused as she began running towards her next target "add in the ones around me and I should be at 40… is that gonna be enough?"

Her thoughts were interrupted again by something she saw out of the corner of her eye however, two small figures huddling in the doorway of one of the buildings, with a two-point villain approaching them. "What the… children?" she thought in a panic as she abandoned her target and began running towards the figures, now that she was focused on them she could tell they were indeed children, dressed in raggedy clothes and clearly quite malnourished, they must've been orphans who somehow made it inside this replica urban zone thinking it was just another part of the city, using it as their home and getting caught up in the exam. There was no time to ponder how they'd gotten in, as the faux villain was clearly winding up to attack them indiscriminately just as if they were applicants.

Just as the robot threw its punch Serena darted between it and the children, catching the strike and quickly countering with one of her own to destroy it. With the immediate threat addressed she turned to the children "are you two ok?" she asked, her tone must've come off as too urgent and intense, because the children flinched and shied away from her. The older of the two, a girl, nodded nervously, trying to position herself between Serena and the other child, a small boy that may have been her little brother.

Just then a 3-point villain opened fire on Serena, normally not a problem, but some shots were bound to slip past her and strike the children, and she couldn't allow that. "Get lost!" She growled as she threw a punch at the air towards the villain, unleashing the majority of her stored energy in the process to send a wave of force and wind to knock the shots away and disable the villain. She inwardly cursed at having to blow that much energy to take out a single target, but the immediate safety of the civilians had been more important.

This put her in a bad position though, as more villains were closing in on her now, and without a decent reserve of energy to let her fight aggressively she likely couldn't handle this many while protecting the children… it was likely going to ruin her exam score, but she had little choice but to take the kids and run back to an area more densely populated by applicants, if she could get there then the other applicants could help her keep the kids safe. Plus the instructors overseeing the exam would certainly see the situation and come intervene to save the children if she brought them closer to where most of the action was happening so they'd notice.

"Sorry about this, there's no time to be gentle" Serena said as she reached out and grabbed the two kids, slinging them over her shoulder. She made sure to keep her tone softer this time as she added "please just trust me ok? I'm going to help you, I'm going to bring you somewhere safer." With that Serena began sprinting back towards the entrance of the mock battle zone, dedicating her remaining energy entirely to speed. Fortunately she was very efficient at using her energy to speed herself up and then reabsorbing most of it before it dispersed, allowing her to maintain her heightened speed rather than losing the energy entirely like she did when she used it to attack.

The children struggled to break free at first, but they quickly realized what was going on as Serena took pains to avoid the faux villains surrounding them, and then started clinging to her for dear life as she accelerated. Serena made good time, and it was starting to look like she'd make it back without a hitch, but then the ground beneath her exploded as a massive robot began emerging from the ground, sending her flying. She lost her grip on the children as she fell, and the three of them tumbled along the ground for several meters before coming to a stop at an intersection, in view of a group of applicants and the wreckage of destroyed robots.

Serena struggled to her feet, trying to gain her bearings before realizing she'd lost the kids. In a panic she looked around, locating them. The girl was trying to get the boy on his feet, but the boy's leg was facing at a weird angle, and judging by his cries of pain, it was definitely broken. It wasn't safe to move him anymore, but the giant robot had now emerged and was approaching. "crap, it's that 0-point obstacle robot! Why'd it have to show up now of all times?" she cursed as she looked to the applicants. Most of them were seeing the massive bot now and fleeing, she couldn't expect help from that group, and she didn't have enough energy stored to even hope to defeat the massive bot before her.

The bot looked down, registering three lifeforms on the ground in front of it, two were grouped together, making them a better target, and so it raised its massive hand and began to slowly punch down to crush the targets.

There was no time to form a plan to fix the problem entirely, Serena darted over to the children and stood in front of them, then jumping and releasing her remaining stored energy to meet the giant's fist and slow it down as much as she could, as well as emptying out her reserves so that she could absorb as much of its force as possible before reaching her limit. The blow visibly slowed down as Serena met it in midair, but it was still descending, pressing Serena down towards the children as it did so.

"Shit! There's too much energy here! I can't possibly absorb it all or absorb it fast enough" Serena thought in a panic as she continued being pushed back. She had no choice now, it would be a blow to her pride, but being put in this position left her without other options. Taking in a deep breath she screamed as loud as she could "SOMEONE PLEASE HELP! THERE ARE CHILDREN HERE!"

Stopping her absorption for a moment as her limit was reached, Serena punched the fist of the robot with all her might, leaving a dent in it before slowing it with absorption again. The blow was most already halfway to the children now, and time was running out. Had someone heard her? Would anyone even come help if they had? She had no idea, but buying time with this ploy was the best she could manage, even if it was only a tiny bit.

Suddenly several spear-like objects embedded themselves in the robot's eyes, causing it to lose the visual it had of its targets and draw back it's arm in confusion. With the attack aborted Serena allowed herself to fall back to the ground, gasping for breath as several fleshy, bird-like things flew into the robot's face and exploded further disorienting it and making it roll backwards to retreat from the sudden assault.

Serena looked to see where the attacks had come from and found two girls and a boy, one of the girls was bristling with quills, and presumably had used them as the initial spears. She had spikey brown hair down to her shoulders and a feral appearance, her skin seemed relatively pale, and her eyes were a light green color. The boy was producing more of those fleshy bird constructs from his body. He was rather plain looking, short black hair, average build, brown eyes, and his clothes weren't flashy apart from the fact that he'd ripped open his shirt to expose a lot of skin, which was where the bird bombs were coming out of.

The third girl was tending to the little boy and girl, she had cut herself with a small knife and was dropping a drop of her blood into one of the scrapes on the boy's leg. The girl had blonde hair, and a rather athletic build to her, but since her back was turned Serena couldn't make out more details than that.

"Thank goodness" Serena sighed with relief "I couldn't hold it off much longer and I wasn't sure anybody would actually come to help

"You're lucky I saw the kids and shouted out to these two, seems most people thought it was a trick to get them to waste time on the 0-point villain and mess up their scores." The boy said

"As if any aspiring hero would stoop that low" Serena grumbled "thanks though, I probably would've just died there along with those kids"

"What're those kids even doing here anyway? This is a private facility." The quill girl said "are they part of the test?"

"Doubt it, these kids haven't eaten in days it looks like" the blonde girl said as she finished tying a splint for the child's leg. Serena wasn't sure how, but the children's scrapes and bruises were all gone now, and boy's leg, while still seeming to need a splint, looked much better… but they'd passed out. "I can't fully treat them here, but we can get them to safety now, bomb boy, help me carry them out, you two distract the villain if it attacks again"

"It's too big for that, now that it's blind it'll probably start swinging randomly and destroy buildings, then the debris that falls could put everyone in danger again even without it attacking us directly… we need to bring it down now before it decides to do that" Serena said as she got back to her feet and took a deep breath "I've got a full charge now, all I need is a weak point to strike and I can bring it down, luckily it seems they programmed this thing to be really dumb, a real villain wouldn't be giving us this much time to plan"

The 0-point bot was beginning to recover from its initial confusion now, but it still had no visual data, so it defaulted to simply trying to strike the same general area as it had before, it drew back it's arm for another strike, then began the attack.

"shit it's attacking here again, that's even worse than random swings" Serena cursed as she tried to study the bot for a weak point, unlike the normal bots, this one didn't have an obvious weak point, but she was only going to get one shot at this

"You need an opening? I'll give you an opening" the boy said as he unleashed a flock of the bird bombs, as well as several humanoid creations that were presumably also explosives, these humanoid constructs went and picked up the children and began running awkwardly away from the fight

"You're carrying them with bombs!?" The blonde girl protested

"They don't detonate without my willing it, they're basically just regular creatures I create until I make them detonate, they'll be fine. Now to make that opening" the boy replied simply, as if the concern of the kids being carried around by explosives were utterly ridiculous. With a snap of his fingers his flock of birds converged on the center of the robot's torso and detonated simultaneously in a huge explosion, blasting a hole in its armor plating "there, a weak point"

"Works for me!" Serena said as she sprung towards the weakened section of plating, propelling herself with a small burst of energy as she drew back her fist "now take this!"

Serena's fist connected with the weakened torso of the robot and she unleashed all of her stored energy at once, sending it forward from her fist as a wave of pure heat and force. The remainder of the armor plating and the far more delicate wires gears, and motors that lay behind it stood no chance, the attack tearing through them and dealing fatal damage to the robot's systems. The robot's body groaned in protest as it began collapsing, both due to the complete shutdown of its motors and due to the structural damage it had sustained.

Landing on the ground, Serena let out a sigh of relief, now with that taken care of and the children safe, she could go back to earning points to pass the exam. Or so she thought, before the bell signaling the end of the test began to ring. "Ah…. Crap…." Serena muttered "24 points… not a great showing…"

"It's a pity they don't give points for beating that huge thing" the quill girl said "that strike of yours was really freaking badass, probably could've easily taken out any 3 of the regular bots… besides you outdid me, I only got 20, my quills did basically nothing unless I could get em in the joints, fighting robots definitely isn't my strong suit"

"Don't feel too bad about it, I didn't score any points as all" the blonde girl said with a sigh "my quirk is not exactly suited to taking out big metal robots, this practical exam was a wash for me from the outset, I just focused on using my powers to heal the other applicants whenever something went wrong."

"Well at least we got those kids out of harm's way" Serena said "even if I fail the entrance exam because of it I'll at least have that to be proud of"

The bomb boy looked around sheepishly before silently absconding, not wanting to mention his point total being quite high due to his mobile bombs.

"I'm Serena by the way, didn't have time to introduce myself during the fight" Serena said, she typically wasn't quite to open and friendly with total strangers, but these girls had come to her aid and saved both her life and the lives of the children she was trying to protect, so she felt a bit more at ease with them.

"Nice to meetcha, name's Onaka" the quill girl said " and this lovely blonde bombshell of a chick here's my friend Freya"

"Onaka I told you to stop introducing me like that!" Freya protested "you know I don't like people focusing on my body like that"

Now that Serena got a better look at Freya, she could see why Onaka had called her a bombshell, she'd clearly hit puberty early and filled out quite well, but considering her own experiences with that process, Serena could get why Freya was less than pleased about it.

"Well it's nice to meet you both… and that bomb boy too… he seems to have wandered off already though"

"yeah I bet he aced this exam with a quirk like that" Onaka said "producing living bombs that can fly or run to their targets is pretty insane, between you and him I'm pretty sure I flunked."

"I only scored slightly higher than you here, I'm probably not getting in either" Serena sighed "well I guess we should get going so they can clean this place up, I wanna make sure those kids got out ok too."

"Gotcha, see ya around then, I've got a lunch date with Freya here and I'm not letting her bail on me, so I'm gonna run" Onaka said with a cheerful grin, then turned and darted off, dragging Freya behind her.

Serena sighed and left the testing grounds, she spent some time looking into what happened with the kids, but couldn't find anyone willing to talk to her about it. The faculty either didn't know what happened, or they weren't talking. She could only assume that the entire incident was an embarrassment to the school and they had a gag order going on until it was sorted out. Ordinarily she'd have pestered someone into telling her anyway, but at this point she just wanted to go home and rest, the adrenaline rush from the fight was wearing off and she was too drained to muster her usual relentless willpower. And so with not much else to be done, Serena went home, climbed into bed, and passed out.

\- one week later -

"Serena you've got mail, I think you're gonna want to read it now rather than later" Leona called from downstairs.

Serena looked up from the book she'd been reading in confusion, who would send her mail? She didn't have many friends from school who had moved away or anything, so anyone who wanted to talk to her would've just come in person, and she wasn't subscribed to any magazines or anything. Sheer curiosity drew her downstairs to find her mother at the front door, her face beaming as she held out a package with the signature symbol of UA right in the center of it. "Mom they send these out to everyone, I already told you I blew it on the practical, this isn't anything exciting."

"Oh trust me on this one, just bring it upstairs and open it, you'd be surprised" Leona chuckled as she shoved the package into Serena's hands and began nudging her back to the stairs

"Alright alright I'm going!" Serena protested, darting up the stairs before she could be shoved any more than necessary. Looking at the package she debated not opening it and delaying the inevitable disappointment it would bring, but her mom had seemed so eager about it. She didn't know why that was, but if she'd make Leona happy by opening now, it was worth it.

Sitting down at her desk and moving her computer keyboard aside, she tore open the package, there was nothing inside except a small little device that clattered onto the desk in front of her. She leaned over it to inspect the thing, but then without warning it lit up and a holographic screen shot up into her face

"gah! What the?" Serena cried out as she recoiled from the sudden burst of light, blinking a few times to help her eyes recover and look at what was on the screen. On the screen was All Might himself, dressed in a suit and looking as majestic as he always did on TV.

"Congratulations young Serena! You've been accepted to start your first semester here in UA as part of class 1C!" All Might boomed giving her a thumbs up

"huh? I did? But how…?" Serena stammered, trying to process the information through her surprise and confusion.

"Now you may be wondering how you managed to get accepted despite the setback you faced in the practical exam, and to clear up any confusion I have two points to make. First of all, your villain point total was actually quite good compared to most applicants, your quirk is truly quite a fantastic one young lady, and though I'm sure you'd have scored more points in that category if not for the complications you faced, you score was solid nonetheless." All Might explained as he displayed a leaderboard showing various applicant scores. Serena looked to find her name, and found herself listed at the number two spot with 74 points, with the student above her having 77.

"Wait, 74? How did I?" Serena began

As if anticipating her question even in the recording, All Might held up his hand "I know what you're thinking now, but fear not, my second point shall answer all of your remaining questions. You see we weren't ONLY grading you on villains defeated, there was one more way to earn points in this exam. A hero must be capable in combat to some degree it is true, but they must also protect and defend the defenseless from villains even in the face of great personal risk or sacrifice. As I'm sure you know, you did exactly that when you abandoned your pursuit of further points to rescue and defend those stray children. We were watching your performance the entire time, ready to step in and interrupt the test to get the children to safety, but you handled things effectively enough that our intervention was unnecessary!"

Serena's jaw dropped, so she got those extra 50 points from…?

"That's right young lady, your performance was viewed and judged by a panel of faculty members who graded your reaction and effectiveness to the unforeseen crisis, and they awarded you points both for your valiant efforts, your successfully saving the children, albeit with some help, and the fact that you were willing to sacrifice your own chances at excelling in the exam to ensure both the children and the fellow applicants who came to your aid would not be injured." All Might explained "and while we did not award points for it, your ability to work together with other heroes you had just met to take down a superior foe was impressive in its own right. And so between the points you earned from fighting, and these rescue points you were awarded, you have officially passed the entrance exam with flying colors! Now for one last thing just for you, as I'm sure you've been worried"

Serena watched as the scene shifted to a different recording, with the two children she'd saved now standing together, fully healed, visibly better fed and dressed, and with bright smiles. "U-um, we're sorry we caused you so much trouble Miss, we didn't realize we'd entered somewhere so dangerous" the little boy said "but uh… well"

"Thank you so much for saving us!" the boy and girl said, bowing in respect and admiration. Serena's heart swelled with joy, and she could feel her eyes tearing up. She'd been worrying about the kids ever since the exam, and while she'd been sure they were fine on a logical level, seeing them alive, healthy, and thanking her put her mind at ease and filled her with relief and joy.

The scene shifted back to All Might shortly after "those two orphans are being cared for by our faculty for now, until we can find them proper homes. They'll have better lives now, all thanks to you saving them. And that alone, in my opinion, is reason enough to accept you into our school. So congratulations again young Serena, and welcome to UA!"

With that the screen disappeared, and the small device it had been projected from turned itself off, leaving a stunned and overjoyed Serena sitting in her chair in a silent room. "I… I made it… and I saved two people… and got them off the streets? This is… is…"

"I told you that you'd want to open the mail now" Leona said from the doorway "now come downstairs, I've cooked up a celebratory feast for you"

Serena wiped the tears from her eyes and stood up, unable to get words out through the rush of emotions she was experiencing. She simply turned to her mother and grinned, nodding enthusiastically, and rushed over to give her a hug.

"That's my girl, see, you were always someone I'd be proud of all along." Leona said softly "now come on, we've got a party to throw."

\- UA campus, faculty room -

Meanwhile, in the meeting room at UA, the teachers and principal of the school were sitting around a table, all of them looking very concerned.

"Every security feed's recordings were deleted from the facility's databanks at roughly midnight the night before the exam" A man said, he was dressed in black clothes with cloth bandages hanging loosely around his neck. The hero Eraserhead was typically half asleep and exhausted, but at the moment he was completely alert "we figured out who deleted them, but even under interrogation with quirks to ensure he was telling the truth, he has no memory of doing so. So we're left with no clue how those children got into the testing grounds."

"That is concerning, could it have been the work of a villain with a psychic type quirk using compulsion?" All Might asked "Shin, this is your area of expertise, and as principal I know you wouldn't hire anyone with questionable motives to the security force."

A man dressed in a casual dress shirt and a brown coat sitting at the head of the table let out a sigh, taking off a pair of glasses and running a hand through his short black hair. "It certainly seems to display properties of a psychic compulsion effect, followed by a memory wipe. But I check each new employee for previously existing compulsions and vulnerabilities before hiring them, and if someone were using a psychic compulsion strong enough to accomplish this without leaving a trace of their presence behind, I would've sensed it even as far out as the testing grounds." Shin said "I can't shake the feeling that this was the work of a villain controlling the man in question, but we've found no technological method of control, and psychic compulsion is out of the question. He didn't turn traitor as he clearly has no memory of the events, and if he had a split personality disorder I would've learned that in his initial application."

Another man at the table spoke up next, he had an odd appearance, tall and skinny, but coated in a strange rock-like substance with a series of 'veins' built in to create what looked like the circuits of a power grid on his body, the veins glowed a faint yellow, pulsing with energy. The only exposed part of the man was the face, the man had short brown hair just barely longer than a crew cut, and glowing golden eyes that gave his pale white skin an almost ethereal glow to it. "Even if we assume it was a villain though, what purpose could luring two random orphans into the testing ground serve? The doctors checked their quirks, neither are particularly spectacular, so it wasn't an attempt to make them panic and destroy the facility when the faux villains attacked," the man said "they have no family or connections, so it wasn't to eliminate them as part of some gang war, and even after sweeping the area several times and thoroughly checking every hackable system for tampering, it seems nothing else was done and nobody else came inside during the system's downtime."

"If I had to make a guess, I'd say the children getting in wasn't the intention, or rather, the act of them getting in itself wasn't the goal" Shin said "I'd wager this was just a test, to see if whoever the culprit is COULD compromise our defenses for an extended period of time and make a situation like this occur. Presumably the end result of what happened with the children was irrelevant, so long as they went undetected until the exam"

"Well their test was a successful one, and we don't have the slightest idea who did it or how" Eraserhead mused "which raises the question, what's next? Both for what their next move is, and for ours."

"First of all, I'll be putting in some redundancy measures into the security systems. I'll make sure that there aren't any more blackouts like this one, even if the official records are deleted, I'll keep personal copies of my own" Shin said "we'll also hire more trustworthy staff members to monitor the ones we have, if our current staff has somehow been put under the influence of a villain, we need to monitor them with fresh recruits in secret. Apart from that, there isn't much more we can do until we know more. I'll dismiss you all for now to prepare for the coming lessons you'll need to teach, but stay on alert…. I don't like this situation… not at all…"

The other teachers nodded and left to go about their work, leaving Shin alone in the room. "We have both myself, All Might, and at least a dozen other professional or formerly professional heroes on campus… and someone is still bold enough to be probing our defenses" Shin mused "either someone out there is very foolish… or very, very dangerous. Either way… I don't like the thought of it."


	2. Orientation Day

It had been a few weeks since the entrance exam now, and the first day of class had finally arrived. The weeks had felt like an eternity to Serena, and now that the day was finally here she was eager to get started on her path to becoming a hero. Her bag was packed and ready to go three days in advance, and she'd memorized the route to and from school, complete with shortcuts to make absolutely sure she wouldn't be late. She'd gone and learned the layout of the school itself too, so that finding her way around wouldn't be an issue. She was ready for anything now, and was raring to go.

Her enthusiasm became more subdued as she approached her class, though it didn't vanish entirely. As excited as she was, she was here to learn and train along with her classmates, and she needed to take that seriously and keep herself composed. There were some things she needed to make sure to avoid doing as well, and she was bound to slip up if she let her excitement get the best of her. Standing in front of the massive door to classroom 1-C, she took a deep breath, then slid it open and stepped inside.

She was one of the first arrivals today, with only a few other students having showed up so far, there were two she recognized right off the bat sitting towards the windows across the room. Onaka and Freya were chatting to kill time, until Onaka turned to see who'd come in and saw Serena "heeeeeey, over here!" she called

Serena smiled and walked over, sitting on one of the desks next to the duo "hey, you guys got in alright too huh?" she asked

"Yeah, I apparently got a decent number of villain points, and that moment where I blinded the villain and distracted it from crushing you got me a nice chunk of rescue points." Onaka said with a grin

"And I had spent my entire time in the test rescuing people with my ability to heal them" Freya said "so between the rescue points that would naturally give, and the fact that they made allowances for those of us with non-combat quirks, I managed to pull it off somehow."

"I'm glad, I kinda figured you two would be fine seeing how many rescue points I got, and how you ended up saving my ass, you were bound to get enough to get in after that. Still it's nice to see you here, in my class to boot." Serena said "I'm… not the greatest at making friends, so it's a big relief to have two people I can be comfortable with at least."

"You're a shy recluse like Freya too? But you looked so cool fighting that villain bot." Onaka sighed "you were all confident and in charge and stuff."

"Socializing is a totally different kind of fight" Serena replied with a chuckle "I've got my own weaknesses too"

"Well you've got us, we'll be sure to help you meet everyone… and by we I mostly mean Onaka…" Freya said "she's got a way of inserting herself into everyone's social circles and breaking open your shell whether you ask for it or not, and now you're probably going to be her newest project"

Other students were filtering in now, Serena saw the bomb boy enter, but with the room becoming more crowded she decided it would probably be best to just get ready for class now. She moved herself to actually sitting in the chair at her desk and unpacking her school supplies as the classmates came in and took their own seats. She counted 22 students in the class, including herself, a pretty sizable group, with a wide variety of appearances and attitudes. Some were goofing off, some were serious, some were in between. Serena didn't have much time to look around before the door slid open one last time and a suited man walked over to the teacher's desk. He was a tall, scrawny-looking man with long brown hair down past his shoulders, it was jet black like ink, and his skin was a pale white, like a sheet of paper. Serena was familiar with most top-ranked heroes currently in the spotlight, but she had no clue who this man was.

Without warning a stack of papers materialized in the man's hands, then flew out across the room, one paper landing on the desk of each student. It looked like a legal document of some sort, with a line at the bottom to sign her name. Serena got her pen out, but she wasn't signing anything without an explanation.

"Welcome, I am your homeroom teacher" the man said "most of you likely have not heard of me, but I am known in the hero world as 'The Law.' My real name is of little importance, so you may simply call me Law, or Professor Law if you wish to be formal. Now with that out of the way, please sign the paper you just received. It is merely a non-disclosure agreement, nothing major, but it is a precaution needed before I can begin the next topic of discussion. It will only apply to the things I am about to discuss with you about this class."

Serena looked back down to the document, scanning through it. The legal jargon was confusing, but she worked through it well enough to confirm that it was just a simple non-disclosure agreement, while the secrecy was suspicious on its own, this was UA, she was sure there wouldn't be anything shady going on here. She signed her name on the line, and the paper disappeared as suddenly as it had appeared.

One by one, each student in the room signed the paper and watched it vanish. Law gave a nod as the last signature came in, and handed out another sheet "pass this one around while I talk and have everyone sign it, I'll take attendance like this to save some time. Now then, to the topic at hand"

The sheet got passed back to Serena, and she signed it quickly before passing it on, then focused on Law. "As you all are aware, in previous years UA has only ever run two hero courses, Class A and Class B, your class is a new addition. What you are not aware of is why we suddenly decided to open up a third class out of the blue like this. This is not the standard hero course like classes A and B, this class is going to be far more intense" Law said, sending murmurs throughout the room "Right now the title of 'pro' hero has been losing a lot of its meaning. Any hero wannabe who is at least reasonably competent can get their license these days. Schools all over the world are pumping out 'pro heroes' like factories. UA is one of the better schools in this regard, but even so, heroes as a whole have become an increasingly diluted force for keeping the peace. For every All Might or Endeavor, we have a few thousand so called pros that villains could walk all over. It makes our image weaker, and far too fragile. If only 1 in a thousand heroes is a real threat to the more dangerous villains out there, why would they be scared of us?"

Serena frowned, it was true, she'd seen firsthand that once you escaped the bright lights and glamor of the top ranked heroes and started going to more backwater places where only regular pros worked, crime became a lot more common and a lot more severe. The threat of hero intervention was there, but not taken particularly seriously.

"And so we at UA are starting this special, extra intense hero course" Law continued "with the intent of producing large groups of top-notch heroes on the same scale as the top ranked heroes. If we increase the number of heroes whose very names strike fear in the hearts of the wicked by over 20 at a time, the title of hero is going to start carrying a lot more weight. It is with this in mind that each of you were specially selected for this class above the others. There are some talented individuals in the other classes too, but they either do not need this level of instruction in order to reach the level we're aiming for, or their personalities are ill suited to the task. Each of you in here has been judged to have enough potential to justify this intense course."

"Tch, get real, these losers? You can't possibly be lumping me in with people like that broad by the window who couldn't even take down a single villain during the entrance exam" a boy sneered, getting out of his seat and pointing at Freya. He was a tall man, with short white hair and what appeared to be strange holes all over his arms and legs. His forearms and calves looked unnaturally large compared to the rest of him as well, which probably had to do with his quirk. "She's not the only one either, we've got that miniature brat with the silver hair behind me who barely got any points at all in the practical but squeezed in anyway"

The girl sitting behind the ranting boy was indeed rather small, but not so much so that it warranted an insult, and she looked less than happy about being singled out for no reason. Serena didn't blame her, the boy looked like an overconfident bully with a chip on his shoulder.

"Hm, Jakku yes? Accepted due to high battle potential" Law said, perusing a packet of notes "combat strength isn't everything Jakku, there are other things a hero must be able to do, and those who you are taking issue with excel in those things."

"Like hell it isn't! What else could matter more than kicking ass and looking good for the cameras?" Jakku retorted "all pro heroes gotta do is beat villains up and pander to the press"

"Is that why you chose to be a hero? For a flashy rise to fame and fortune?" Law asked, his tone of voice souring

"Duh, this is UA, all I gotta do is graduate here, beat people up, and then I get rich!" Jakku laughed, oblivious to the tone change or the room full of nasty looks he was now getting "who cares about some stupid hero wannabes who can't even beat fake villains?"

"I see, then get out" Law said coldly

"Eh?' Jakku stopped his rant and looked at Law in confusion "the hell you mean"

"Get out of this classroom, go home, and don't come back to UA" Law said "we have no use for false heroes who just want an excuse to be violent or to satisfy their own greed, and you fit both of those descriptions. You aren't worth this schools' time or effort."

"What'd you say to me? Don't give me that! I'm the strongest guy in here! You can't afford to dump your best fighter if ya wanna get a bunch of strong heroes to scare the villains with" Jakku growled

"I can and I will" Law replied curtly "besides, based on my analysis there's at least 5 people in this room alone who can beat you in a fight, you have fighting potential, but you're not special. Now leave"

"You expect me to believe that shit? Come on then, throw one of those people who're better than me at me in a fight, if I win you apologize and I stay in this class, if they win I'll leave" Jakku spat "go on, I'm calling your bluff"

Law sighed, then looked to Serena "very well then, Miss Serena, you will probably be best suited to teaching him some humility, if you would be so kind" he said

Serena stood up "gladly, let's go to the training grounds, no need to break the classroom over this." She said coldly, she didn't usually allow herself to get annoyed by overconfident jerks, but Jakku had gone and singled out Freya, and Serena wasn't about to let her newest friend get attacked like that.

Ten minutes later, Serena stood across from Jakku in a large sparring arena, complete with rocks, dirt, and other terrain features to simulate various types of combat. The class sat up in bleachers to the side of the ring. "Just get on with it, we're wasting too much time as it is" Law muttered with a wave of his hand

"Don't mind if I do!" Jakku sneered as he began drawing in air through the holes on his body and aimed his palm at Serena. As the air was drawn in the already enlarged forearm began to expand and fill up with compressed air. Then with a smirk Jakku fired out the air through a hole in his palm at Serena in a condensed stream. Normally the attack could shatter rocks with ease, but to his surprise Serena simply held up one hand and stopped the attack, dispersing the air with no effort whatsoever.

"That's it?" Serena asked, raising an eyebrow "you were talking all that shit before because of that quirk? All you're doing is shooting air at me like a child who just learned what their quirk was"

Jakku glared at Serena, he didn't know how she'd stopped his attack, but he wasn't done yet. Drawing air into his legs he sprung forward with a speed boost by then expelling the air from the soles of his feet. As he flew towards Serena he drew in air into his arm again and threw a punch, using the air to explosively increase his striking force.

Serena sighed and used the same hand as before to push Jakku's oversized arm to the side, then with her right hand she held out her palm and let Jakku's face smash into it with his own momentum, flooring him. "geez, I know I can be a bit sloppy with my moves sometimes, but you're pathetic, at this point I don't even need my quirk"

A vein popped out in Jakku's forehead as he got back to his feet, rubbing his chin where he'd crashed into Serena's palm. How dare this chick humiliate him like this? He'd show her, now he just have to get serious now. He drew in air into his legs again and sprung to the side, boosting his speed again, then drawing in more and adjusting his course mid-flight with another burst, moving above Serena and firing two blasts of air downwards from his arms. Striking the ground around her to kick up dust and conceal himself as he used another burst from his legs to move behind her, and then another to charge in for another air-enhanced punch… which struck nothing but empty space.

"The dust means you can't see me either" Serena said as she delivered a swift chop to Jakku's back and knocked him to the ground again "and your air jets make a lot of noise, you're the exact opposite of stealthy"

Jakku recovered quickly this time, rolling as he hit the ground and blasting Serena in the chest with a jet of air, but like before it dispersed harmlessly once it hit her. With an angry growl he lunged forward and landed a punch to her gut, but she didn't budge, instead simply kneeing him in the face and then smacking him down to the ground again with a two fisted smash to the back of the head.

The dust was settling a bit now, so Jakku rolled away and used air blasts to kick it back up again, then drew in air with both arms and fired a double blast to strike Serena. She didn't bother dodging or blocking this time, simply absorbing the attack again with a sigh. "Hm… I am starting to reach my absorption limit, I should finish him soon" Serena mused as she took yet another blast from the side "still, this idiot isn't much of a threat"

"yeah that's right just stand there and take it, I got a surprise for you" Jakku muttered as he moved behind Serena and poured a fluid into one of his holes as he drew in air "all you girls got one big weakness, and that's why I'll always be better"

As he fired the blast and struck Serena, she immediately felt something was wrong, the fluid in the blast was new, and immediately she felt it eating through her clothing. "You son of a…!?" She shouted as she whirled around to face him, unleashing a blast of energy from her body to blow away the dust cloud.

Jakku burst out laughing "let's see you try and fight when you gotta keep your arms up to cover yourself in a few moments! Now I can beat up on you all day and you can't do a thing unless you wanna be seen naked by everyone! Now you…"

Jakku stopped short as he looked at Serena's face. The back of her shirt had dissolved now, revealing a large cluster of nasty scars to the onlookers in the class. He couldn't see the scars now that she was facing towards him, but the look of fury on her face made his amusement and confidence evaporate. "You… uh… should just… give up and" he tried to continue, before Serena suddenly appeared in front of him, moving faster than he could track by using up energy she'd stored from his attacks.

"There are some lines you really shouldn't cross" Serena snarled as she punched Jakku in the gut and unleashed the rest of her stored energy. Jakku flew back like a rag-doll, embedding himself in the wall of the building in an instant and losing consciousness immediately. "Damn perverted arrogant asshole" Serena muttered as she turned to face the class and thus hide her back from them as best she could. "Freya there's a spare shirt in my bag, mind bringing it down here before this one finishes dissolving?"

"Huh? Oh! S-sure!" Freya stammered as she scrambled to get the shirt out and began to run it down.

Serena turned her head as she heard Jakku beginning to regain consciousness, apparently only having passed out briefly. "You just stay right there in that wall and don't move a muscle" She snapped as Jakku began trying to pull himself out "this fight is over, you should consider yourself lucky I'm not coming over there and finish you off right now."

"What the hell!? What did you do!? You cheated somehow I know it! I'm unbeatable, and no way I could lose to some big chested bim…" Jakku began to shout, before being cut off by a brown quill embedding itself in the wall next to his face, causing him to let out a high-pitched cry of fear and surprise.

"Don't talk to my friends like that or the next one gets you in the balls you seem so proud of having" Onaka said, glaring at him

Freya got over to Serena, along with the silver haired girl Jakku had insulted before, the girl tossed down a small orb and it exploded into a haze of smoke to conceal them from the rest of the class. "Now you can change without any onlookers" she said, nodding at Serena  
Serena nodded and took the shirt from Freya "thanks, I owe you" she said as she tore off the remains of her now ruined shirt and began to pull on the new one.

Freya looked at Serena's back and the scars covering it and went pale at the sight. As someone whose quirk healed others she'd been in a lot of hospitals and doctor's offices helping out, and she'd seen a lot of scars, but nothing on the scale of the intricate network of scarring covering her friend's back. "S-Serena, what…?"

"Please… don't" Serena interjected as she finished putting on the shirt. Freya withdrew a bit in surprise, not because Serena sounded angry or intimidating, but because her voice actually seemed a bit shaken, as if the brief reveal of her scarred back had actually terrified her.

"They're… nothing to worry about… a reminder of bad memories. So please… just forget you saw anything ok?"

"o-ok…" Freya said softly, the silver haired girl nodded as well as the smoke began to clear up. Freya was curious as to what could make someone like Serena seemed to be most of the time so shaken up, but whatever it was, she didn't want to pry into what was obviously a touchy subject

Serena turned and began to walk towards the bleachers now that her shirt situation had been fixed. As she passed the silver-haired girl grabbed her by the arm "I thought you should know, with the distance, angle, and remaining airborne dust, it is unlikely anyone else saw your back" she said "so we can just play it off as you being mad that the jerk was being a pervert."

Serena let out a short sigh of relief "right, thanks uh…"

"Ayane" the girl said "and you're welcome"

Serena nodded, and the three girls made their way back to the bleachers, taking seats while a pair of medical robots extracted Jakku from the wall and carried him off in a stretcher.

"Well then, now that we've resolved that nasty bit of business, where were we?" Law asked once Jakku was gone. "Ah yes, each of you have been selected for this course based on an evaluation of your potential in one area or another, our egotistical little friend there was selected based on his potential for combat strength, clearly the selectors failed to account for his personality. We'll need to refine the selection process in the future."

"So some of us were selected based on other factors, like our ability to support others like Freya, rather than our ability to punch things really hard" Serena said

Law nodded "precisely, being a hero consists of far more than fighting, even if combat is an important skill to possess. Now then, that explanation went longer than planned, so here's the question, are there any of you here who would rather go through the regular course?" he asked "this course is going to be hell, me and your teacher are going to put you all through training so intense you're going to look back on whatever grueling training you've done so far and consider going back to that for some R&R. This is your chance to bail out and get transferred to class A or B. There's no shame in taking your time and training at a normal pace."

Law waited a bit to give others a chance to speak up, then clapped his hands together "all right then! Glad to have all of that out of the way. Now let's get started with the remaining introductions shall we? I sent a message to the others who were going to visit the classroom and notified them to come here instead, so they should be here shortly. In fact, knowing him, one of them will probably arrive right…"

"Now" A man said as he materialized in the room next to Law, as if he'd been cloaked and simply waiting for his cue. Serena recognized him from the promotional materials for UA, it was the headmaster of the school, and former 3rd ranked hero in the world, Shin Shisoka, "The Specter." He looked less impressive in person than she'd imagined. He was an average sized man, wearing a brown vest over a black dress shirt, with short black hair and a pair of glasses resting comfortably on his face.

"Right on cue as always Shin, your sense of timing defies explanation" Law chuckled "class, this is your headmaster, Shin Shisoka"

"That's the headmaster? Seems kinda wimpy doesn't he?" Onaka whispered to Serena and Freya"

"Sh! Don't you know?" Freya whispered back urgently "he's a psychic type quirk user, he might not look like much right now, but he once sparred All Might and forced the battle to a draw! He's considered the smartest man in the world, and rumored to be one of the strongest heroes ever born, despite only being ranked 3rd before he decided to pursue education as a career instead of active duty as a hero"

"Whoa… guess looks can be deceiving" Onaka said, a bit taken aback "wonder why he retired early then."

"It's a pleasure to meet you all" Shin said "you are all excellent young heroes in training, and I will be eagerly watching you all grow and develop in this course. I will not be directly teaching you very often, as I do not wish to play favorites with you over the other classes, however my office doors are always open to any of you who wish to come to me for assistance. I imagine Law and your teacher will keep you busy though, so you may not have time to come do that."

"Speaking of whom" Law said as a man entered the room and walked over to stand by Law and Shin

The man was tall and scrawny, and coated in some strange stone-like substance with an intricate network of tubes forming "veins" inside the suit. The man's face was the only feature of him that didn't look like he was a living statue. He had glowing yellow eyes, and very short brown hair. "Hello, I will be your teacher over the coming years here in this school" he said, his voice was deep and powerful, surprisingly so considering his build was so skinny "my name is Cor, hero name 'Core.' So I suppose it doesn't much matter which one you call me by."

"We're not gonna be trained by All Might? I figured the super-intense course would be trained by him" one boy spoke up "I mean, no offense to you Core, it just seems the most intense course would be taught by the number 1 ranked hero."

Cor nodded "none taken, it is not a bad assumption, especially since I'm certain none of you have heard of me before considering my background is military rather than your typical hero" he said "however there is a good reason that All Might will be teaching class A instead of this one."

"Originally when this idea was proposed it was suggested that All Might be the teacher" Law added "however, due to his popularity the press is paying far too much attention to his exploits as a teacher. We didn't want this class to be swarmed by the media for two reasons. One, our teaching methods are going to be extreme, and we'd rather not have the media attacking us for everything they find that they can blow out of proportion and turn into a controversy."

"And second, the nature of what this class is meant to achieve would make it a prime target for villains who'd much rather not see a lot more extra powerful heroes take the field, and might try to launch a preemptive strike." Shin said "our security system is very strong, but better to just not let the villains know there's a specific class they ought to be targeting. One can never be too cautious with this sort of thing. Rest assured though, Core is an extremely powerful hero, likely on par with All Might in many regards. His quirk is a bit prone to causing collateral damage, which is why he doesn't work as a pro hero in the normal settings, but he is not to be taken lightly."

"I… I see, sorry then" the boy said sheepishly "I hadn't thought of that"

"Do not apologize" Cor said, his voice was stern, but not harsh "I am your teacher, why would you feel the need to apologize for asking a question in an effort to learn something you did not know? If you feel the question was a foolish one that you need to apologize for, simply learn from your perceived mistake."

"… you're right, got it" the boy said, nodding with renewed confidence.

"Now to the final order of business" Law said "your first lesson will begin tomorrow; we're sending you home early today to prepare. You may use the facilities on campus if you wish, but by 9AM tomorrow morning I want each of you to have packed a bag of any tools or items you feel you would need to get yourself through a 3 day long camping trip. Presumably I don't need to tell you that this will not be an ordinary trip, but one meant for training, so prepare accordingly"

"Don't we need permission slips before we can go on trips?" Ayane asked "what if our parents refuse?"

"We have gone ahead and secured the required permissions from your parents in secret, they are aware of the details, but will not be allowed to tell you anything to tip you off to what's in store. Simply focus on preparing." Law said "also, the beginning of tomorrow's class will be your last chance to leave the intense course and transfer out, if any of you are having doubts, think them over tonight, and come back tomorrow with complete dedication to your decision. You are all dismissed."

"3 days camping huh?" Onaka said after she, Serena, Freya, and Ayane had left the building and were walking towards the school's exit "wonder what's in store for us?"

Serena frowned "I don't know, but I'd pack more than 3 days' worth of stuff" she said

"Huh? Why? He said 3 didn't he?" Onaka asked

"Serena's right" Ayane said "think about it, what would be the easiest way to take a training camping trip and crank up the difficulty? Making sure we have enough supplies to get us started, and then making us find the rest while we're out there."

"I mean… I guess, but would he lie like that on the 1st day just to give us a challenge?" Onaka countered

"This is the hardcore program from a school whose training programs were already top of the line, we should expect that anything and everything is fair game" Freya mused "a simple deception like that would be pretty minor compared to what might come later"

"Then we're in agreement, let's all pack… let's say 6 or 7 days… of provisions, being extra prepared can only help us even if it turned out to be unnecessary" Serena said

The four girls nodded, then split up to head home and prepare. Their training had begun, and they weren't going to waste a minute of it.


	3. The First Test Begins

-UA High, main courtyard-

Serena yawned as she sat her bag down next to her in the courtyard outside of the school, her anticipation of her first real day of class had kept her up almost all night, and her encounter with that air jet kid yesterday had stressed her out. She figured the adrenaline during training would wake her up, but she definitely wished she had gotten some more sleep.

"Serenaaaaaaa" Onaka called out as she went for a flying tackle hug from behind to greet Serena.

"Ah!" Serena shouted as she sidestepped Onaka, causing the girl to land face first on the ground.

"Awwww, why'd you dodge?" Onaka whined

"Isn't that the normal reaction to someone flying at you from out of nowhere?" Serena retorted "plus you're covered in spikes, if you'd connected I'd have reflexively used my quirk and it would've felt like you tackled a metal pole, that would've hurt more"

"Darn, no surprise hugs for you then" Onaka pouted

"Don't mind her, she's just excited" Freya said with an amused grin as she walked up to the two "her spikes don't hurt though, they only stiffen up when she wants them too"

"Knowing that doesn't mean I wouldn't use my quirk on reflex to someone tackling me" Serena replied as she helped Onaka back to her feet.

"Fine fine I get it, with a quirk like yours being able to use it automatically in a split second is important, I'll save my flying hugs for Freya" Onaka sighed, dusting herself off

"Heads up you three, Law just arrived" Ayane said, making all three of them jump as the silver haired girl seemed to arrive out of nowhere.

"Yikes! Quiet one aren't ya" Onaka yelped, her quills bristling for a split second, but she recovered quickly

Serena's reaction was less composed, with her actually jumping back a few steps and tensing up to defend herself before realizing it was Ayane and letting out a sigh of relief "oh it's just you Ayane, you scared me for a second there."

"Why? I was quiet in my approach yes, but surely you do not feel threatened here in UA?" Ayane asked curiously "your reaction seems a tad extreme"

"Well uh… old habits" Serena said, looking a tad uncomfortable

"…habits?" Freya inquired

"Oh hey look, Law's on a podium about to speak, let's listen!" Serena said, changing the subject.

"Well then, I'm glad to see you all here, packed and on time, I suppose that means none of you are opting out of this program then" Law said "good, then we shall begin immediately, on the table at the base of this podium are a series of contracts produced by my quirk, on my signal you will head to the table and sign your name on a contract, and at that point you will be warped to the training campsite."

"How will signing our names do that?" Ayane asked, raising her hand

"As I said, these papers are produced by my quirk, called 'Contract'" Law explained "I can produce these papers with legal agreements written on them, and anyone who signs them are bound to the contract terms by my quirk, this can be used to ensure compliance with the law, or for a variety of more creative applications. For example, these contracts stipulate that you will be warped to a specified location 60 seconds after signing, by signing them you enable the contract to produce that effect for you, though if you had a warp gate quirk of your own it would simply compel you to use it"

"I see, interesting" Ayane said, lowering her hand, then murmured under her breath as she wrote down some notes on a pad she produced from her pocket "contracts that bind even reality itself huh? Warping space to fulfill its terms, potential uses seem limitless, but dependent on the affected party's written consent, application must be difficult…" Her murmuring became inaudible soon after, so Serena simply refocused on Law.

"Now not all of these contracts are created equal" Law said "at the top of the stack are the best contracts, they will warp you closest to your actual campsite, giving you the least amount of obstacles to overcome to reach it, those of you who get later contracts will be warped in small groups incrementally further from the camp, making your arrival more difficult. You will each receive a compass pointing in the direction of the camp, and be able to use the supplies you packed. The closest warp points are about a day's hike from camp, the furthest about 3, if all goes well."

"So that's why he had us pack for 3 days, but what's he mean by all goes well?" Freya whispered

"Along the way between you and camp will be many obstacles, traps, and ferocious beasts, so your first assignment is simple" Law said "reach the camp in one piece! Or if that proves impossible survive for 1 week on your own, after which I will retrieve you and bring you to camp safely. Apart from that one week rescue mark, there will be no interference from me or any other UA staff, even if you appear to be in danger. Your safety will be your own responsibility in this pass or fail exam. Reach camp and survive, or let the wilderness crush your ambitions here and now. Your first day of training begins…. NOW!"

Law fired a signal pistol into the air, and the class started sprinting for the table. Serena was about to sprint as well, as was Onaka, but Ayane reached out and grabbed both their arms "wait!"

"Wait? But we need to get the good contracts!" Onaka protested

"No we don't! Remember we packed extra for this!" Ayane said "hear me out, he said we'll get warped near the site in small groups, all four of us have the supplies to get through roughly a week of camping, we should all make sure we get warped as a group so we can team up. We have a good team of 4 here, you and Serena are combat specialists, Freya is a medic, and I'm a tactician, with the 4 of us we should be able to handle the obstacles just fine, and even if we can't, if all four of us are together we won't have to share supplies with less prepared students"

"So we can always just wait out the 1 week rescue period if all else fails" Freya mused "but if we were with groups of people with 3 day supplies we'd run out of supplies early for sure"

"Exactly, getting the better contracts might seem like the easy way to pass this, but we have a safer option by taking the last 4 instead." Ayane said with a nod "plus this allows us to do extra training, the further out we are the more difficult it is to reach camp, meaning the more obstacles we can be challenged by, and the more training we'll get out of this. I'm not the only one to notice this either, look."

Ayane pointed to the table, and Serena saw what she meant, a few students were hanging back forming groups and waiting for a later contract. There was a frail looking boy with glasses teamed up with a girl who looked kind of like a tiger, a girl with green skin talking to another girl holding a book, and a few others were hanging back individually.

"So this is more than just a physical test, it's testing our ability to handle ourselves and plan ahead to survive in adverse circumstances." Serena commented "it's not like heroes typically need to survive in the wilderness in most cases, but the skills we need to handle this translate well into other things. Some of us will get through it with speed or other physical talents, but some of us are relying more on smarts and foresight."

Ayane nodded "there's more than one way to tackle a challenge" she agreed "so are you all in on my plan?"

Onaka nodded "heck yeah, way to go Ayane, I'd never have noticed a plan like that even if I tried" she laughed

"Please try not to sound so proud of your own recklessness" Freya sighed "anyway I'm in, I'm better off sticking with people I know how to work with, since my own abilities are entirely support based"

"I'm in too, I might be fine working with others, but I'd rather stick with you three anyway" Serena agreed

The group nodded and waited for the rest of the class to warp away in a series of green flashes of light before they approached the table.

"Hm, I figured you'd be the one to come up with this plan Ayane" Law commented as they each grabbed their contracts "packing extra and then capitalizing on it was a good idea"

"I can't take all the credit sir, Serena was the one to suggest we pack extra" Ayane replied as she signed her name

"Oh really? I didn't expect that, you pleasantly surprise me Serena, good work" Law mused, cracking a slight grin

"Oh.. uh… thanks" Serena said, then the world was filled with a flash of green light and suddenly UA was gone, replaced by trees and foliage. She looked around to see herself in a clearing with a small table, on which there were 4 compasses, shortly after Ayane, Freya, and Onaka appeared beside her.

Ayane wasted no time examining the plants around them, while Onaka ran to grab the compasses

"Based on the plant life and the apparent humid climate, I'd say we're probably in South America now" Ayane said "soil composition seems to match up too."

"You can tell that just by looking around?" Freya asked

"It's my quirk, it's not flashy at all, and explaining how it works in detail is a hassle, but in essence it lets me analyze things I see very quickly, and heightens my intelligence and mental speed to superhuman levels" Ayane explained "one benefit of that is being able to gather data others can't merely by looking at something, along with photographic memory, accelerated learning, and the like. So yeah… I'm about 75% certain we're in a rainforest now based on climate and the soil, and the plant life is definitely not native to Japan… I've never seen most of these plants before though, which is unusual, but I can't claim to be a botony expert"

"You can learn that much that fast? That's amazing" Serena said, genuinely in awe, the ability to learn things that quickly was fascinating to her, thanks to her lack of education earlier in life.

Ayane blushed slightly "oh you… actually think so? Most people think my quirk is lame because it doesn't do anything other than make me ahead of everyone in my head, my body can't keep up at all so when I fight I usually get beat up anyway." She said, shifting nervously, clearly she wasn't used to someone taking such a genuine interest in her ability.

"of course! Just cause you can't move the way you want in a fight doesn't make that quirk not awesome!" Serena said "I'm a bit jealous honestly, I'd kill to be able to learn stuff just at a glance"

"Ok Serena quit flirting and come on this hike ain't gonna do itself" Onaka said, giving Serena a slap on the back, then pulling her hand back and rubbing it "right, absorption, like slapping a brick wall, ow"

"F-flirting?" Ayane said, blushing brighter before turning away to hide it. Onaka caught a glimpse of this and got a mischievous glint in her eyes, but didn't comment as she handed out the compasses "alright, so what's the plan? You said you were a tactician right Ayane? Lay down some genius super smarting on me"

Ayane cleared her throat and composed herself "um, right, so here's the uh… genius super smarting… plan…" she said "We're gonna travel in a line. Serena, you're gonna be in front, with your absorption you're the most equipped to handle any traps or surprises in store for us, I'll be second in line so I can quickly analyze anything we come across, Freya will be next, so she can be protected from a rear assault and can react quickly to heal one of us if needed. Onaka, you'll be in back, your ranged quills and ability to grow defensive quills makes you able to support the front and guard the back."

The four girls quickly got into formation, and began their hike, the plan was solid, but simple enough that there was no need to question it further. It was about an hour into their hike where the first obstacle appeared. A large ravine with no visible bridge to cross it blocked their way, and it stretched far enough in either direction that moving around it would take several hours at a minimum.

"Well I can just jump that gap if I've built the energy up" Serena said "but to build up enough to carry you across one by one, without a large source of it to draw on… that'll be tough to say the least"

"My quills can grow pretty long, but I don't think I can grow enough of them far enough to make a path to walk on for you all" Onaka said

Ayane put down her bag and dug around in it, pulling out a bundle of rope. "Onaka, can you use your quills to punch a hole in a decent sized rock for me to loop this through? I'll make a makeshift grappling hook using the rock as a weight."

"You got it!" Onaka said growing a quill out of her forearm and breaking it off to hold it like a spear in both hands. It took a few minutes to find a suitable rock, but once she did Onaka stabbed a hole in in and tossed it to Ayane "here ya go"

Ayane nodded and tied the rope through it, taking care to knot it tightly before standing up and examining the treeline across the ravine as she began to swing the weighted end of her rope around to build up momentum. After a minute or so she found what she was looking for, a tree with a thick enough branch without too many obstructions that would make a good target. With a grunt she hurled the stone, it arced through the air and went over the branch, looking like she aimed high. She let the rope sail forward for a few moments then grabbed it, pulling the line taut. The rope began whipping around the branch as the stone brought it down over the branch, then swung down and around, going up over the branch again and continuing to swing under and over, wrapping the rope tightly around it several times.

"Wow, nice throw" Serena said

"Thanks, it's all physics really, nothing to it" Ayane said proudly, "still it could come undone on its own while we climb across, Onaka, if you could please anchor that rock to the ground with a quill?"

"Way ahead of ya sister" Onaka said as she fired a quill from her wrist to strike the rock where it had come to rest on the ground and impaled it, bolting it to the ground.

"Alright, I'm the lightest so I'll go first to test it, Serena, you go last, if it looks like we're about to fall you can jump to catch and save us from the fall, your quirk should enable to absorb the impact if it comes to that" Ayane said as she tied the rope around a tree on their side of the ravine, then began shimmying across on the rope.

Luckily, the makeshift grappling hook and line held, and all four of them crossed safely, with another fired quill they severed the rope on the side they came from so they could retrieve as much of it as possible, then prepared to move on. Before they could get moving again though a roar echoed through the trees, and a brown shape began barreling through the trees towards them, knocking over or smashing through everything in its path.

"Serena!" Ayane called

"I've got it!" Serena grunted as she jumped in front of the charging creature and held out her hands, the momentum was too much to absorb all at once, and she started to get driven back, but with a roar of her own she slid her hands down on the creature and turned her body, pushing up with the energy she absorbed initially to throw the creature over her shoulder and into the ravine behind them.

Ayane sighed in relief, as the creature crashed to the ground in the ravine, even if it survived the fall, it wouldn't be a threat anymore. Serena wiped her hands on a nearby tree, scraping off some slime that had gotten on her when she threw the creature. "Don't know what that was, but it smelled awful and was covered in disgusting slime, gross" she muttered

"Well it's dead now, probably" Onaka said "let's get moving."

The four agreed and set out again, marching for several more hours without major incident, there were a few traps here and there, but nothing more dangerous than some pitfalls or falling rocks.

"Geez, they called this the intense course but this has all been pretty lame" Onaka sighed "other than that weird animal that attacked nothing's been even threatening so far."

"I do find it a bit odd we haven't encountered more difficulty… maybe the real traps were set up for if we went around the ravine, and they're giving us an easier time of it for a bit since we beat the ravine challenge." Freya mused

"Seems reasonable, what do you think Serena?" Ayane asked

Serena opened her mouth to respond, but stopped short, the words wouldn't come out. Her throat felt dry, she must've forgotten to stay hydrated. She reached to her bag and pulled out a water bottle, but it slipped from her hands and fell to the ground. As she reached down to pick it up the world began spinning. She felt nauseous now, and weak, something was wrong, but she couldn't speak to tell anyone.

"Serena? What's wrong?" Freya asked, but before she could even hope for a response, Serena fell over and collapsed. "Serena!"

Ayane looked at the crumpled Serena, who was breathing heavily now and starting to sweat, her face becoming flushed. "what's going… wait… don't tell me!"

Ayane frantically reached down and turned over Serena's hand to look at her palm, the skin was discolored and sweating the most profusely. "Crap! Venom! That slime and stench from the creature before was some sort of venom!" she cursed "Um, ok, it's ok, we can fix this. Um, first we uh… the first step to treating an unknown venom absorbed through the skin is… is…"

Freya pushed Ayane aside and looked at Serena's palms "there's still some of the venom on there, we need to get it off and get a sample immediately, Ayane, get me gloves from my bag, center zipper, on the right, Onaka, get some water and an empty sample jar from the front pocket of the bag. Hurry!"

"R-right!" the two girls replied as they got to work. Freya put on her gloves as soon as they were retrieved, and pulled out a small metal instrument, scraping some of the residual slime into the sample jar, then sealing it tight. After that she thoroughly washed Serena's hands off with water to make sure there was no more venom on them.

"Ayane, get some water in her quickly, she's going to sweat out every last drop and shrivel up at this rate. Onaka, we're going to need shelter, or if nothing else a fire, look around for some firewood or a good cave to use, prioritize the wood, I'm going to need a fire soon. Wear gloves and don't let anything wet or fuzzy touch your skin, we don't know what other dangerous things are out here" Freya said, laying Serena out on her back, then digging through her bag and pulling out various pieces of equipment.

Ayane began force feeding Serena water as best she could, while Freya got to work mixing a chemical with her sample venom and shaking the contents together, then pouring the mixture into a device which separated it into several different liquids.

"Uh.. F-freya she's… she's burning up here" Ayane stammered "I don't think the water's helping"

Freya put her tools aside and went back to Serena, feeling her forehead "that's bad, we need to cool her off help me strip her out of these heavy clothes, there's some ice packs in my bag we can use to try and keep her temperature down.

"S-s-s-s-strip her?" Ayane stammered, turning bright red "c-can you d-do that I'll uh… I'll get the ice packs ready"

"Shut up and help me!" Freya snapped, her sudden ferocity stunning Ayane into silence "now is not the time for embarrassment, the venom has been in her system for a few hours now, every second we can buy is crucial."

Ayane nodded weakly, and together the two of them stripped Serena down to her underwear and placed ice packs around her. "Swap out the icepacks once they stop working, I'm going to work on an antivenom, I've broken down the sample into core chemicals, I can probably cook up something as soon as Onaka gets me that firewood." Freya said "while I do that, use ice packs, do CPR, whatever it takes, just keep her alive"

Freya got to work, and Ayane set to monitoring Serena's condition. A few minutes later Onaka came back with an armful of firewood and set about making a fire. It was an intense 30 minutes that followed, but eventually Freya filled a syringe with a still hot fluid "thank goodness she can absorb heat and kinetic energy, that saves us time on waiting for this to cool down" Freya said as she slowly injected it into a vein in Serena's arm.

Serena began to thrash about immediately, requiring Onaka and Ayane to hold her down while Freya finished the injection. "Now we keep her temperature down as best we can and buy her the time she needs for that antivenom to get through her system. If she gets through these last few minutes we're in the clear.

It was a grueling 5 minutes of constant ice pack switches, forcing water down her throat, and occasionally restraining her as she writhed in pain, even going so far as to tie her hands and legs together so she didn't accidentally nail one of them with a quirk enhanced punch or kick, but eventually, Serena began to stabilize. She was terribly dehydrated, and still feverish, but slowly her breathing began to slow, and her temperature began to drop to tolerable levels.

"Come on, I found a cave for us to crash in, she needs rest now right Freya?" Onaka asked  
Freya nodded as she let out a sigh of relief "yeah, seems the antivenom is working, we're lucky I had a sample to work with and packed my medical equipment just in case… she's not out of the woods yet, but she's a strong, healthy woman, a night's rest or so and she should be able to fight off the rest of it… Come on, let's go bring her there and set up camp.

\- Unknown Cave-

"S-so… c-can we put her clothes back on yet?" Ayane asked nervously, her face blushing brightly enough to be distinguished from the glow of the campfire

"No, she needs to be kept cool as much as we can manage, why so anxious about it though? we're all girls here" Freya replied

"W-well… that's kind of the problem" Ayane murmured under her breath, barely audible

"Huh… What do you mean that's the proble…? Oh…. Ohhhhh" Freya said, realization dawning on her as she looked between Ayane's blushing face and the half-naked Serena laying against the cave wall.

"Y-yeah…" Ayane murmured, hiding her face in her hands

"So you're…" Onaka began before trailing off "right, got it, hold on." Standing up and grabbing her sleeping bag out of her bag, she used two quills to hang it from the ceiling of the cave, making a makeshift curtain between Serena and Ayane. "Not perfect, but better than nothing"

"Thank you" Ayane sighed in relief

"Hey, no problem, wish you'd spoken up sooner, I'd have carried her and made you carry the bags instead of having you carry her. That had to have been awkward" Onaka chuckled  
Ayane nodded, blushing more at the memory of carrying Serena on her back while Freya monitored her blood pressure and vitals. "I… usually don't say anything… lots of people are… less accepting"

Freya and Onaka nodded "I understand" they said in unison. "To be honest, I'm bi myself" Onaka admitted "I lean towards being more interested in guys, but there are exceptions"

"She even hit on me once" Freya added "I didn't feel the same about her but… well I didn't reject that part of her, so don't worry, you're among friendly company here"

"Thank goodness" Ayane said "what about Serena though? Would she be understanding too?"

"Well… can't say I know her well enough to have asked her bout that kinda stuff" Onaka shrugged "doesn't strike me as the judgey type though so, you know, she's probably safe, better to ask her though. Maybe when she's dressed though, seems a tad inappropriate to pop that kind of question while she's all exposed like that."

"Oh dear, are you sick too Onaka? You never consider what might be inappropriate" Freya teased

"Oh shush, I do too, just… not all the time" Onaka retorted "Ok so maybe I don't do it much but I CAN do it…"

The three girls laughed, and continued to chat for the next few hours, cooking some of their food and forcing some food into Serena as best they could. Eventually they pulled out their sleeping bags to turn in for the night.

"We should sleep in shifts" Ayane said "someone needs to keep an eye on Serena's condition, and watch out for any more hostile animals. I'll take first shift, you two earned your rest, plus my eyesight's a lot more perceptive anyway thanks to my quirk."

"Alright, just don't stay up the whole night alright? Let us take our turns and make sure you rest too" Freya said

Ayane nodded, and set up a seat near Serena's sleeping spot where she could still watch the cave entrance. She intended to take the longest shift, at least until she was certain Serena was going to be ok, but she'd make sure to get some rest eventually. Thankfully the next few hours proved to be uneventful and she was able to relax a bit in spite of being on watch.  
About 4 hours into the shift, Serena began to stir, jolting Ayane to attention. Serena began muttering under her breath and tossing and turning, making enough noise that Ayane steeled herself and pulled back the check on her.

Serena appeared to be in much better health than before, but her face was scrunched up in a troubled expression as she thrashed about. "…a nightmare?" Ayane guessed. Serena soon stopped thrashing, instead curling up into a ball and beginning to tremble, giving Ayane her first clear look at her back, she'd seen a glimpse before when her shirt had been dissolving, but the clear sight of the scarring made Ayane's blood run cold.

The scars were everywhere from her neck down to the small of her back. An intricate net of crisscrossing scars without any real pattern to them. Some were deeper than others, and some had faded or been cut over with new scars. These clearly weren't from a single incident, against her better judgement, Ayane analyzed the scarring with her quirk. "A whip…? No… not just a whip, barbs? A cat of nine tails? Oh god…" she murmured, her face going pale "who… who would…?"

Serena began flinching in her sleep, scrunching her eyes tight to hold back tears, which shook Ayane out of her horror as she realized Serena was reliving one of her whippings. She frantically knelt down by Serena and grabbed her to shake her awake. Serena's eyes flew open at the touch, wide in panic and still disoriented from the dream as she tried to bring her hands up to defend herself, only to find them still tied together from earlier.

The moment Serena saw she was tied up all hell broke loose, Ayane barely had time to hurl herself back to narrowly avoid a wild quirk enhanced swing from Serena's fists as she scrambled away in a blind panic, hyperventilating and gnawing at the ropes binding her desperately to remove them. Ayane scrambled back to her feet, her photographic memory instantly recognizing the symptoms of a panic attack and knowing she had to intervene before Serena hurt herself. She hurled herself at Serena reaching for the tied up hands and quickly pulling on the knot to undo the ropes, then hugging her tightly "Serena! Relax, it's me" she said firmly, then changed her tone to be more soothing "you're safe, it was just a bad dream, shhh"

Serena's heart rate shot up for a moment when she was grabbed, but began to slow down as Ayane continued whispering to her and calming her down. After a minute or two, with her hands now untied and her coming out of her nightmare induced panic, she began to get control of her breathing and start thinking straight. Ayane slowly released her and let Serena have some space, sitting next to her so she could stay close in case she needed to help again.

"hah… ha… ok… I'm ok… I'm alright now" Serena wheezed, slumping against the cave wall "sorry… I must've worried you there"

"It's alright, don't apologize, you've been through a lot" Ayane said softly "I can't even imagine what sort of nightmare that must've been… do you have those often?"

Serena shook her head "no… not anymore anyway… usually only when I'm feeling exposed or weak for some reason… which… considering I appear to be in my underwear and I'm pretty sure I almost died… I think both apply." She said as she curled up into a ball against the wall "and even when I do… I usually snap out of it right away… but being woken up from one and seeing my hands tied up… Well I don't like having my hands tied at all to begin with…"

Ayane noticed Serena had begun rubbing the backs of her hands like they ached or itched, and realized the gloves she was wearing were falling off, their palms having been dissolved by the venomous slime. "Ah… you shouldn't, they'll…"

"I have a spare pair in my bag… always need a spare on hand" Serena muttered as she tore off the remains of her gloves "you've seen the rest of the scars, you can see these too for now"  
Ayane hesitated, but then curiosity got the best of her and she looked at Serena's hands, and instantly froze stiff in shock and horror. Her wrists were covered in scars the whole way around, like shackles with blades had been clamped on them for a long time, and the back of her hands had large and deep scars, like they'd been impaled with something.

Serena crawled to her bag and dug through until she got to her spare gloves, pulling them on as quickly as she could. "Well… now you've seen the marks of my ugly past." Serena said, pulling out a blanket from her bag to wrap around herself and hide her back "and you probably got an idea what happened from watching my nightmare thrashing about. If you want to shun me now that you see how ugly I am, just go ahead and do it."

"What…? No! Never!" Ayane exclaimed "I don't care what you look like or how many scars you have, that has nothing to do with who you are, besides… I still think you're pretty even with the scars"

"You… do?" Serena asked in shock, all her life she'd hated her scars and how they looked, she thought they were hideous and they always reminded her of things she wanted to forget. She'd grown to despise them so much that it had reached a point where she couldn't comprehend anyone looking at them and not being absolutely appalled and disgusted by her. She desperately tried to keep them covered up for fear of someone discovering them and judging her over them, but now someone had seen them and was not only not judging her, but actually insisting she was attractive in spite of them. She couldn't believe it "you… don't have to lie you know, it's ok, I'll understand" she said softly

Ayane gulped, then did the one thing she could think of to prove she meant what she said, leaning in and kissing Serena. The kiss was brief, and she pulled away quickly, her face turning crimson "I… I'm not lying… I uh… I know we just met recently and all, so that was probably too forward of me but… I just wanted to make it clear that I think you're… well… ridiculously attractive. You're strong and independent and pretty and confident… and your body is nothing to sneeze at either… no scars would be hideous enough to make you ugly" she choked out "s-sorry, that was definitely way too forward"

Serena was blushing too now, having been caught thoroughly off guard and not being fully able to process what had just happened on multiple levels. Now in the past hour of consciousness, she'd gone from completely normal, to violently ill and dying, to waking up out of her mind with fear, to facing a rejection and shunning she'd anticipated for decades, to not getting that rejection, to suddenly having her first kiss stolen by another girl and getting told how beautiful she was, the total opposite of what she thought would happen.

"Well… uh… that's… not at all what I expected" Serena finally got out as she wrapped her blanket tighter around herself, suddenly becoming a lot more self-conscious about her lack of clothing "so… yeah… we kinda just met barely even two days ago… so I can't really…"

"Oh! No no no I don't mean this to be a confession or anything" Ayane quickly interjected "I mean, attraction is one thing, but we're a long way off from knowing each other well enough to consider… well… you know. I just… wanted to make sure you knew that just because your back and hands are scarred, it doesn't mean your friends won't like you… you don't have anything to worry about from me, and I'm sure Freya and Onaka would say the same."

"I… I see… well then" Serena said, then leaned in and gave Ayane a quick kiss "consider that a thank you" she said with a smile "oh and for the record… I like girls too… now could you turn around? I'd like to get dressed again before trying to get more sleep. I'm still feeling a bit woozy from whatever it was that happened to me… but I don't think my sleeping in my underwear is going to be comfortable for either of us."

"R-right" Ayane said, turning around and covering her eyes so that Serena could get dressed in as much privacy as possible. "One last thing though… if you ever want to talk about what happened… even if it's just so you can get it off your chest… you can tell me ok? I promise I'll keep it secret and won't judge you for anything"

"…Right… I'll keep it in mind" Serena said as she pulled on her shirt and laid back down in her sleeping bag. She wasn't ready to open up that much to someone, she still hadn't fully processed this last interaction, but the thought of there being someone who would listen to her and promise not to reject her if she did open up to them was reassuring. "So… what actually happened to me anyway?"

"Oh, that slime you got on your hands when you threw that creature was venom, you collapsed, but Freya took charge and made an antivenom to save you" Ayane said "she was pretty amazing, she seems so quiet, but she got really intense and assertive… meanwhile I just panicked and couldn't remember anything about how to treat you… Sorry"

"Ah, well don't sweat it, everything turned out fine, and keeping composed in an emergency is something that comes with practice" Serena said

"Yeah… still I feel guilty, it was partially my fault for not thinking of the risk of that slime being venom in the first place, and I did tell you to stop the thing" Ayane said "if I'd thought about it more you'd never have collapsed."

"So you had a bit of an oversight, it happens, just learn from it" Serena yawned "if you feel guilty about it, then get better and don't repeat it, that's the best way to apologize. Words are empty, actions aren't."

"R-right, got it" Ayane said "thanks"

Ayane didn't hear a response from Serena, and a glance over confirmed she'd fallen asleep, she looked outside to get a look at the moon's position in the sky, confirming the time using that knowledge and her quirk. It was about time to change shifts now, so she went back in and woke Freya. She filled her in on Serena's change in condition, but omitted the details about the scarring and nightmare, instead keeping it to a quick rundown of her condition. She figured Serena probably didn't want more people than necessary knowing what happened.

With that done, Ayane got into her sleeping bag and dozed off, the rest of the night passing by without interruption.


	4. Kaiju Forest

The four girls set back out on their hike early in the morning, after eating a larger than normal bit of their rations to recover their strength after the ordeals of the previous day, and ensuring that Serena felt alright and wasn't still ill from the venom. They kept the same formation as before, and were easily clearing the various obstacles they encountered.

"Well apart from nearly dying of venomous slime, this is all going rather… dully." Serena commented as she held out her hands and stopped a rolling boulder with her quirk, then pushing it aside "I mean, we've got a good team here, but none of these traps or obstacles are particularly challenging"

"We've gone far enough that the excuse of us possibly having gone in an unexpected direction by crossing the ravine doesn't hold up either" Freya agreed

"My bet is that the nastier stuff is closer to the campsite" Onaka said, firing quills to create hand and footholds in a stone wall they encountered, then climbing over with the others. As they landed on the other side of the wall they heard a loud crunch beneath their feet and looked down, to see they'd landed in a pile of bones.

"U-um… some of these look fresh" Freya whispered "whatever made this pile still comes around"

"I see human bones too" Serena said, picking up a skull to examine it "we should get moving." Before they could get far they heard a rumbling noise, like hundreds of feet stampeding along the ground. In moments a giant centipede emerged from the trees and charged.

The girls got ready to dodge the incoming monster, but before they did a large snake-like creature burst from the ground beneath the centipede, biting down on its tail and beginning to draw it in.

"What's with this freaky forest?" Onaka whispered as quietly as she could as they watched the scene unfold.

"No clue, but let's move before that thing finishes claiming its meal and moves on to us as a dessert." Serena said as she began to sprint. The others wasted no time following her lead, running past the snake and centipede. It turned an eye towards them as they passed, but it was busy with the struggling centipede and made no move to attack them.

The centipede, sensing it was doomed, began to emit an odorous gas into the air that quickly began to spread. Ayane took one look at the gas and began to run faster "it's calling for its buddies, we need to scram and get up a tree or we'll be swarmed"

Nobody bothered to question the assessment, quickly running to the nearest tree and heling each other climb to its lower branches. Not long after, Ayane was proven right by dozens of giant centipedes emerging from the woods and charging the snake, attacking it ferociously.

"I take it back, this place is intense" Serena panted "giant venomous brown things, giant snakes, giant centipedes… what next?"

"Oh… that's where we are!" Ayane exclaimed "there's a portion of the rainforests in Brazil that a villain scientist once holed himself up in. He released chemicals into the air and water that mutated and enlarged all the animals here, planning on unleashing an army of them on the world. Heroes caught wind of this and shut him down, but there's a large quarantined zone where the mutated creatures still live and breed."

"So everything here is supersized? Great…. Please no bees, please no bees, dear god please don't let there be giant bees" Freya started muttering

"Scared of bees huh?" Serena commented

"She's petrified of them, she even gets nervous watching videos with bees in them" Onaka sighed "if we see a giant bee she'll probably run away screaming"

"THEY ARE DEMONS WITH WINGS AND STINGERS" Freya said firmly "I feel no shame in running from giant ones"

Serena chuckled "well a giant bee seems pretty scary to me too, maybe not the regular ones though… it's not like regular bees can actually sting me."

"Lucky…" Freya muttered "well come on, let's go before I freak myself out… and before those centipedes finish feeding."

The centipedes had overwhelmed the snake by now and were now using acid to dissolve it and drink it up, the centipede the snake had attacked was being consumed as well, but it had the last laugh.

"Yeah I'd rather not be a meal for those things" Onaka agreed, hopping down from the branch. The others followed shortly, and they absconded from the scene of the battle behind them.

The rest of the day consisted of several close calls, encounters with giant spiders, birds, and insects kept them on their toes constantly, and it wasn't long before they decided to seek shelter for the night a bit early, not wanting to travel in this crazy forest in the dark, where night predators would make easy pickings of them. They found another cave to camp in, but hesitated to go in.

"you don't suppose that's a normal, monstrosity free, safe cave do you?" Freya asked

"S-sure, it's fine… but how about we send in Serena first" Onaka said nervously

"I'm not setting foot in there without knowing it's safe, I had enough trouble being caught in that spiderweb, I'd like to avoid any more unpleasant surprises please." Serena protested "hey Ayane, you were feeling all sorry about my getting poisoned yesterday, how bout you pay me back by going in first?"

"You already said I didn't owe you anything for that, and I'm not feeling THAT guilty" Ayane said, shaking her head vigorously

"Is someone out there?" A voice called from the cave, followed by a girl stepping out into the light, she was in a UA uniform too, but it was torn almost beyond recognition, and the girl was covered in grime and dried blood, making her features hard to recognize. All they saw was her tiger paws and patches of orange and black fur on her limbs, and her catlike eyes.

"AHHHH TALKING MUTANT TIGER!" they screamed in unison as they prepared to turn and flee

"Other UA students? No wait I'm not an animal!" the girl cried out "I'm just a mutant type quirk holder! Come back!"

A brief chase later, and the girl caught up and explained herself to the terrified group, and led them back to the cave.

"ah ha… sorry about that" Serena said sheepishly "we've had an intense day with the mindless beasts, and you looked pretty scary, the last thing we wanted to deal with was one of these creatures that was actually smart."

"You're not the first to have that reaction actually" the tiger girl said as she led the way inside "I've been helping people hole up here for the 7 day time limit, it doesn't seem feasible for us to make it to camp at this rate. This dense jungle is my element, and you can see the condition I'm in…"

"I'll treat your injuries, we don't want anything getting infected" Freya said "who knows what crazy mutated diseases are out here."

"I'd appreciate it, I've bandaged myself up alright, but none of us here are medics" the girl said as they stepped into an inner chamber of the cave. There was another group of 4 inside, the glasses wearing boy Serena had seen the girl talking with before they warped, another boy with what looked like some sort of crystal coating his skin, and the bomb boy from the entrance exam. "I'll introduce you to our motley crew of survivalists"

"That can wait, treatment first" Freya said firmly as she cut the skin of her finger with a small knife "hold out an open wound"

"Um… alright" the girl said, holding out a still open cut on her forearm, which Freya squeezed a drop of blood from her cut into. Freya's finger healed shortly afterwards, and the tiger girl grimaced as the blood entered her body, and her own body began to heal rapidly. Her cuts began closing up and bruises fading at an astonishing pace. Within a minute or two her body was as good as new.

"Wow" Serena said "you can heal any injury like that?"

Freya shook her head "it has limits, my quirk is high speed regeneration, and I can bestow that quirk on others temporarily by inserting genetic material from my body into theirs, but it's not very energy efficient for others, since their bodies aren't designed for the quirk like mine." She explained "I can heal from almost anything provided I'm not completely drained and starving already, but others I need to be careful with, if they don't have enough energy reserves remaining to handle it I could kill them. So I try to only use this method on people for minor injuries or in emergencies"

"Huh, it's kinda like UA's recovery girl, she can make people regenerate, but the energy used comes from their body so she can only do so much… she can't heal herself I think, but she can control how much she heals someone" Ayane mused "so your quirk is better for keeping yourself safe, but less useful for healing others"

"In a nutshell yes" Freya said "I studied medicine and the like to be able to treat people's injuries when my quirk isn't a good option, but we're getting off topic, there are introductions to make"

"Right, so my name is Tora" the tiger girl said "the boy with glasses is Mota, the one with the diamond skin is Daiki, and that last guy is Bato."

"Nice to meetcha" Onaka said "I'm Onaka, and this here's Serena, Freya, and Ayane. We're glad to see some living things in this forest that aren't trying to kill us for a change."

"I feel you on that, this forest is one heck of a messed up place" Tora sighed "if I were on my own, I'd probably be ok to make it to camp, but me and Mota came here as a duo, and he went and got his leg broken, so we've been holed up in here since. There's no way I could carry him to camp with me and get there safely"

"What about it Freya, think you could patch him up?" Serena asked

"I can, but I don't think that'll change our situation much" Freya said "bones are tricky, when I heal them in other people I can't bring them back to 100%, his leg would still be weakened for a few days, and I don't think we could have him walking in this place with a weakened leg any more than we could with a broken one… still I may as well heal it so he can at least move around if we're attacked here."

"I'd appreciate that, we get attacked here at least once a day by animals looking to make it their den, they're usually easy to fend off since they back off when they meet resistance, but I'd rather he not be a sitting duck if things go wrong" Tora said

Serena found a rock to sit on while Freya went to get to work on tending to Mota's leg. "So you guys are planning on holing up here and waiting for the 7 days to pass huh?"

"We don't have that much of a choice, according to your friend even if she heals his leg, Mota can't travel for a few more days, we're already towards the end of day 2. If we assume he'll take 3 to heal, that leaves us with 2 to travel the rest of the way, and that'd be tough to manage. It's a heck of a lot safer to bunker down and make use of the giant animals as a food source." Tora said as she sat down as well "my quirk is a tiger mutation, so it's pretty easy for me to hunt in forests like this, even if the prey is a heck of a lot bigger. Using the animals to supplement our packed food we can make it"

"Well I'm not really a fan of giving up so easily on making it there successfully" Serena said "but considering I've almost died more than once in the past 48 hours, I'm not entirely opposed either. There are plenty of creatures here that are too much for my quirk to handle, best not to take my chances."

"Speaking of quirks, I'd like to make a list of what yours are as well" Ayane said "keeping ourselves informed of each other's abilities will be important for working together in an emergency."

"Well, mine's pretty obvious" Tora said "Mota's got technokinesis, he can assemble, disassemble, and control advanced technology with his mind, kinda useless in the wilderness, but he packed the parts for a bunch of useful gadgets"

"My quirk is this diamond body of mine" Daiki chimed in "I can also grow the diamonds out to form weapons or thicker armor, or even form walls and stuff if I put in some effort. It takes a while to revert the growth if I do too much though"

"And I produce living bombs from my body in varying shapes and sizes" Bato said "though three of you already knew that much."

Ayane wrote down notes in her notepad as everyone spoke "alright, thank you, now for fairness sake, we'll explain our quirks to you guys too. Onaka is a porcupine girl, Freya is a healer like she explained, I have super intelligence and analytical skills, and Serena can absorb energy and dish it back out, like she demonstrated in that impromptu sparring match on day one"

"Oh yeah, that was badass, I'm glad you taught that arrogant dick a lesson" Tora laughed "guy got on my nerves back during the entrance exam, spouting off sexist comments and acting like he owned the place, if you hadn't done it I probably would've tried… probably wouldn't have been quite so one-sided though"

"Well I'm glad I gave you some catharsis by proxy" Serena replied with a slight smirk "it'd probably be more one sided than you think though, he was pretty incompetent. He had a lot of raw power and speed, but no skill at all, I'm sure you could take him"

"Maybe so, but still it was…" Tora began, but was interrupted by a roar outside "crud, another wild animal attack"

Serena and Onaka got to their feet and ran out with Tora, leaving Freya and Ayane behind to tend to the wounded and keep an eye on the fire. Outside the cave entrance was a large white tiger, it's mutated body lumbering towards them. It was covered in scars, and it's powerful muscles rippled as it walked towards the cave, growling at them.

Tora dropped to all fours and growled back at the tiger, her appearance becoming more feral as more fur grew in on her arms and legs and her claws extended, her cat ears lay flat against her head as she stared down the beast, not budging an inch. It was a futile attempt to intimidate it into treating her as the alpha in the situation, but clearly this tiger was having none of it. It crouched, preparing to pounce, but Onaka and Serena acted first.

"Serena! Catch!" Onaka called as she tossed Serena a spear sized quill, then fired off several quills at the tiger, she aimed for its eyes, but it reacted quickly and brought up a paw to shield its face, growling in anger as it was struck.

Serena hurled her spear, imbuing it with some of her stored kinetic energy to accelerate it as it struck the tiger in the shoulder and embedded itself halfway in. It's fur bristled as the tiger recoiled in pain, but then it pounced at Serena rather than meekly retreating to lick its wounds. Despite its large size, it was incredibly fast as it landed on Serena, pinning her to the ground with one paw in spite of her best efforts to dodge or absorb the energy.

With a roar Tora pounced on the tiger's face and clawed at one of its eyes ferociously, only to be shaken off. The damage to its eye distracted it long enough for Serena to unleash the energy she'd just gained from its pounce as a wave of air to punch it in the throat, making it recoil and remove its paw from her. She wasted no time in scrambling away to a safer distance while the tiger backed off a few steps, glaring at them as it began to circle the clearing.

"All that and it's only viewing us with caution" Tora hissed "it hasn't given up yet, brace yourselves."

With a savage roar the tiger charged, slashing at Tora with one paw and narrowly missing as Tora darted to the side and took a swipe at its arm with her own claws in passing. Serena tried to charge in, but the tiger backhanded her with its other paw and sent her flying into a tree, her absorption limit reached in a single blow

"gak!" Serena grunted as she fell to the ground and spat up a bit of blood, it'd been a long time since she took damage from an attack like that, but she could feel a few of her ribs had cracked there. There was too much power in this beast's blows for her to absorb, and it was moving too fast for her to properly avoid it either.

Onaka fired quills at the tiger as she circled around it, scoring light blows on its side and back leg before its tail whipped around and knocked her over, followed by it turning to slash at her. Serena acted quickly and expended all the energy she just absorbed to launch herself at the tiger's side, body slamming it hard enough to knock it over and save Onaka. Tora pounced on the opportunity, clawing at the tiger's throat as it fell over, trying to get through enough muscle to strike the jugular for the kill.

"tch, this neck is too thick" Tora spat as she leapt back to avoid the tiger swiping at her as it recovered from being knocked over. "we're just annoying it at this rate, our attacks are painful to it, but we're not doing real damage"

"Well what do we… look out!" Serena cried out as the tiger charged again, trying to pin Tora. Tora narrowly dodged, but not enough to avoid getting batted aside and sent tumbling. Serena tried to go for a punch to the throat with the energy she had reabsorbed from her impact with the tiger during her body slam, but with a grow it flicked upwards with a paw and knocked her into the air, then with the same paw it slammed down onto her, smashing her into the ground.

Serena's vision went blurry from the pain, it was all she could do to absorb just enough energy to not get killed outright by this monstrosity, and now is was pressing down on her to crush her. Tora and Onaka attacked from the sides as best they could, but their attacks did nothing painful enough to get the tiger to back down this time.

Just as Serena felt she was about to black out, several bird-shaped flesh creatures flew out of the cave and exploded in the tiger's face, making it release Serena and back away in surprise, then Daiki charged out of the cave, the diamond on his right arm growing thicker as he formed a diamond spiked gauntlet and punched the tiger in the eye that Tora had clawed at before, finishing the process of blinding that eye.

"You ok Serena?" Bato asked as he walked out of the cave, forming more bird bombs

"Been… better" Serena wheezed, shakily getting to her feet. She definitely had a few broken ribs now, and once the bruising became visible she was pretty sure her whole body was going to change color, but she gritted her teeth and got up regardless, the fight wasn't over just yet.

The tiger growled and looked at the new arrivals and it's prior opponents with its remaining good eye, it was clearly angry, but it was also hesitating, the new arrivals had both hurt it with their opening attacks, and the girl it was crushing had been strong enough to knock him over, plus the claws and quills hurt too. Slowly it began to approach, but Bato reacted immediately firing off a small flock of bombs into the tiger's face and detonating them. It roared in pain and backed away again as Bato began producing more bombs yet again.

With that final blow, the tiger determined the cave wasn't worth fighting these ferocious residents with their strange abilities, so it backed away into the forest, then turned and bounded off somewhere.

"Well we don't get to cook it up and eat it, but we survived" Serena wheezed "now if you'll excuse me…"

Serena sank back down to the ground and promptly passed out. Now that the threat was gone and the adrenaline was fading, the pain caught up with her quickly, forcing the others to carefully roll her onto her back so Freya could treat her.

"Oy vey, I'm doing a lot of work keeping Serena alive and healthy" Freya said "she just got over being poisoned and now this, for someone with such a powerful defensive quirk to be down twice in two days… this forest is hell on Earth."

"No kidding" Tora groaned "I'm next after her, took a nasty hit from that beast too

"Alright, just go rest, and let's hope that thing doesn't come back for round two" Freya said "eat something before I heal you, since you just got healed by my quirk you'll be low on fuel, healing you should be fine but better to play it safe."

Tora nodded and went back into the cave to do as she was told, leaving Freya to her work. Onaka stuck around to keep watch over them just in case, joined shortly by Ayane coming to check on them.

"There, she's patched up, she ought to wake up with some rest" Freya said, dusting herself off as she stood "to think she'd be overpowered like that after seeing her handle that 0 point villain in the exam, the animals here are scary"

"And my quills can break through steel plating, but they didn't do much more than annoy that tiger" Onaka said, clenching her fists in frustration "Serena ended up saving me from getting sliced to ribbons, I couldn't contribute anything, at least Tora took out an eye…"

"Don't beat yourself up over it, none of us would've able to handle that thing alone, it was only through all of our small and insignificant attacks that we managed to put up enough of a fight to make it retreat. Me and Freya would've been even more useless if we'd come out to fight" Ayane said reassuringly "now come and help me carry Serena inside, it's getting dark out and I don't think we want to be out here for much longer"

Onaka reluctantly nodded and helped get Serena inside and resting, then the 8 students slept in shifts through until the next morning. However, none of them noticed the shadowy figure looking down on them from the tree canopy.

"Alright boss, got a good look at 6 of their quirks, should I continue herding beasts towards em?" the man in the trees whispered into a mic "my bet is the one I didn't get to see is one of the subtle kinds, so I don't think I'll learn it like this"

"Roger that, you can report back now, no need to press our luck and possibly get spotted early. The agreement is null and void if we lose the element of surprise" a voice replied

"You got it boss" the man said with a sadistic grin, turning off his mic "rest up well ya runts, we're gonna train ya real good alright, better be ready to give it your all, would hate to have to kill too many of ya." His form slowly became transparent and vanished without a trace, leaving the unsuspecting students to enjoy their rest


	5. Infiltration

Much to the surprise of everyone in the cave, the remainder of the week passed without a single attack from a mutant animal. According to Tora the attacks had been occurring multiple times a day prior to the fight with the tiger, but after that battle there was a strange absence of attacks.

"Well it's the end of the 7th day, Law should be retrieving us any minute now" Ayane said "anyone know if we're supposed to signal him to tell him where we are?"

"If I had to guess, he probably put a retrieval clause in the contract" Serena said "let's just stay put for now and…"

There was a flash of green light, and as it faded the cave they'd been in was gone, in its place was a courtyard of a large building that looked kind of like a military base, a glass dome above them sealing the area off from the outside of the building.

"Huh, guess you were right" Onaka said "where are we now? And where is everyone else?"

There was a series of bursts of green light, and the rest of the class began appearing in small groups, evidently Serena and Tora's groups weren't the only ones that had a hard time reaching the building. Serena looked around, and saw Law entering the courtyard through a doorway, followed by a few students who had made it on their own. She only saw 3 however, so it seemed the majority of the class had been unable to make the trip.

"Congratulations on passing the first test everyone" Law said as the class gathered around him "I admit I'm a tad disappointed that so few of you passed by making it to camp, but seeing as this is widely considered one of the most dangerous places on Earth, merely surviving for a week here was impressive in its own right, especially considering I only instructed you to pack for 3 days of camping. I imagine you each learned something about your capabilities and limitations facing off against the creatures in this forest, knowing your limits will be crucial moving forward from here, so heed those lessons well."

"So, where exactly are we now? I imagine lots of us have gathered our general area, but what's this building?" the green skinned girl asked, she had been one of the ones who made it on her own, which made Serena curious as to what exactly her quirk was.

"This is the former base and research facility of the villain responsible for those mutated animals in the forest. UA has claimed it and repurposed it into a training facility for you all." Law answered "for the next three days you'll have a new assignment, defending this base from any would be intruders. The base's security system is partially online, security cameras and blast doors are usable, but none of the defensive turrets. The wild animals in this forest frequently attempt to breach this facility, you may have found them difficult to deal with in small groups, but here you will work as a team to repel them. At the end of the third day, you will be brought home."

"Another weird test huh?" Onaka whispered "what do you think the twist is this time?"

"I'd say on one of the days he'll probably herd a bunch of animals towards us in a stampede, make it a full scale defense" Serena said "but who knows, it could just be an excuse to get us used to working with each other"

"As one final note, I am not designating an official team leader for your class today" Law said "you will elect your class representative after this assignment, make use of this time to get to know each other better to see who would make the best leader. Your assignment begins now"

Without any further warning, Law vanished, leaving the class to fend for themselves without a clear chain of command.

"It's a test of our leadership and teamwork skills then" Ayane concluded, "the assignment is really to see if we can organize ourselves and take initiative and lead others. A hero needs to be charismatic and inspire others to follow their lead, so a task like this makes sense"

"So who here has any idea who should be in charge?" A boy wearing a black cloak asked, looking around at his classmates "I think it should be one of us who made it here on their own, since they seem to be best and handling the animal threat."

"I'm partial to that idea, but we need more to go on than that" the green skinned girl replied "I made it here myself yes, but my quirk happens to be exceptionally well suited to combat in a forest, it wasn't a real indication of my overall skills, the same holds true for the others who made it. They had quirks good for taking on large opponents. I think we need something else to decide, but we can revisit that idea if nobody has a better one"

"I agree" Ayane spoke up "additionally not everyone started at the same distance from here, so that is a factor too. It seems we all formed small groups out in the forest though, how about we have each group elect a leader, and we decide from among the leaders who should be the top of the chain. We can have the other leaders act as supervisors directing their own teams."

"I like that, everyone else ok with trying that out?" A larger boy who seemed to have some sort of hatch on his torso said.

There was a round of agreements from the various groups, and so they split up for a moment to speak with their groups.

"I say Ayane should be our leader" Serena said "she came up with most of our plans"

"Well I say it should be Freya, the way she took charge when you were poisoned was definitely leadership skills personified, when we had a crisis I froze up and panicked… I'm not ready to lead us all here" Ayane said, shaking her head

"I-I don't want to do it! I'm confident in my skills as a medic, and yeah I can handle myself in a crisis alright… but I'm not much for public speaking and team leading…" Freya protested

"And we all know I ain't exactly the most level headed one out of the four of us" Onaka admitted "being leader would be neat and all, but I'd say Ayane or Serena is a better fit"

"Me? But pretty much all I did was get taken down a bunch out there" Serena asked "why me?"

"I agree that Serena should do it" Freya said "it was her idea to pack extra supplies, which proved crucial for us staying alive out there, and in terms of combat strength and skills she's definitely better than us three. Plus people in this class already know her a bit because of that spar."

"H-hold up now, I'm no leader!" Serena protested "I don't know the first thing about inspiring people or any of that, I know how to fight and survive, that's about it."

"We outvote you 3 to 1 then" Ayane said "whether or not you'd make a fantastic leader we can debate all day, but out of the four of us, we all feel you're the best choice… well I thought Freya at first but I'll admit her being assertive and confident like that was an exception to the rule, so if not her then definitely you"

"Well, if you say so then." Serena said "I'll just hope the class chooses one of the other leaders then"

With their decision made, Serena's group reconvened with the other selections inside the building. There were 5 candidates in total. Serena, Tora, the green skinned girl, a skinny boy with jet black hair, and the boy with a hatch.

"Alright, so from the 5 of us, let's discuss who should lead" Tora said, starting things off "to be perfectly honest, I don't think it should be me, yeah I took charge out there, but that's cause the person I warped in with was injured and I had to, and the others who joined me just deferred to me afterwards. I'm not exceptionally smart or tactically minded, so I don't think I'd do well"

"Well before that, let's introduce ourselves" the green skinned girl said " my name is Tyra, my quirk allows me to plant seeds into my body and use them to produce a variety of mutant plants with various abilities."

"Tora, tiger mutation" Tora said simply "all the abilities you'd expect, claws, reflexes, eyesight, you get the idea"

"Serena, my quirk is energy absorption and manipulation, though right now I only know how to absorb kinetic energy" Serena said "I can absorb energy from whatever I touch, then dish it back out as I see fit, as you all saw back on the first day of class"

"I'm Kura" the black haired boy said "my quirk lets me place marks on things I touch that enhance the impact of the next thing that strikes them there"

"And I'm Tanzo, I'm a human smelter and forge" the hatched boy said "I can eat metal, melt it in my body, and reshape it into other things, or just shoot out molten metal"

Serena looked around at the four others in the circle with her, being totally honest she didn't see any of them as looking too much better than anyone else would be at leading, but they had to choose someone. Tora had already dropped herself out of consideration, so that left four.

"I believe it should be Serena or Tyra" Tanzo said "I was leader out there because of my strength, not because I was exceptionally good at leading, if I had to guess based on first impressions whose personality is best suited, it'd be those two."

Serena was surprised to hear her name brought up, but appreciated the compliment. "I'm fine with it being Tyra, my group insisted I was best for the job, but I've never lead a large team or anything before, usually I've always worked alone. I might do well at it, but really I can't say."

"Well I kinda wanted to do it" Kura sighed "but honestly I'm too laid back for that, I only got sent here cause I beat up the monsters good too"

"I've never led anyone before either Serena, so we're in the same boat there" Tyra said "but the consensus seems to be it should be one of us"

"Then it should still be you because of our quirks" Serena said

"What do you mean?" Tyra asked

"I'm a frontline fighter, if I build enough energy I can fight at a distance in short bursts, but to build that energy I've got to be brawling and taking hits." Serena explained "I wouldn't be able to support anyone in a fight if I was hanging back to act as the leader, but you probably have a bit more range than me if you grow vines and stuff. I bet you'd be able to stand back from the fight and see the bigger picture, while still being able to contribute."

"That's… a good point actually, I was sort of leaning towards you because of how methodically you handled that one spar, outsmarting and overpowering your opponent with ease" Tyra said "but it is true my quirk is far more suited to mid and long range combat"

"Honestly people keep bringing that up, but it's not that I'm so fantastic, that jerk was just really lame and predictable, not to mention his quirk was a bad matchup against mine" Serena said "plus, I sort of lost my temper at the end there, so I didn't keep my composure as well as people think."

"We're all in agreement then?" Tora asked " Tyra is the leader?"

Kura and Tanzo nodded, and so the decision was made. Tora went to go inform everyone, and Kura went to go see if there were more rations and supplies in the building or if they were still fending for themselves. Tanzo went to check the security cameras and get a grasp on the situation, leaving Tyra and Serena to discuss strategy.

"So what do you think of this task Serena?" Tyra asked

"I think there's got to be a twist somewhere, just like with the test we just did" Serena answered after some thought "my best guess is that Law arranged to have a bunch of animals attack us at once at some point."

"Not a bad guess, but I don't think that's it's going to be that easy, last night I heard Law using a communicator to talk with someone, it could've been staff to herd animals towards us, but something about this makes me think that's not it" Tyra mused "why let us access the security cameras? It's not like animals are going to be sneaking around to ambush us, they'd just try and bust down the wall or front gate, and to do that they'd alert us to their presence long before succeeding, so what are the cameras for?"

"Could be to monitor the hallways and use the blast doors if any animals get inside, but I see what you're getting at, the cameras are meant to detect things trying to sneak in, not so much to detect a direct assault." Serena said "plus considering the size of the creatures out there, I don't think many of them could fit in these hallways anyway."

"Also his wording was we were to protect this facility from any intruders, he didn't specifically say animal attacks at first" Tyra added "so my bet is that they've hired people to try and infiltrate the base while we're all focused on the threat of the wildlife."

"I see, so we should focus our plans under the assumption we're fighting humans then?" Serena asked "we should probably travel in groups so we don't get picked off one by one by anyone with a quirk to hide from the cameras, and have someone on camera duty at all times."

"I agree, I'd like you to go inform everyone of that along with Tora, I'm going to go look and see if we have radios to signal each other with, or any other useful tools. Failing that I'll get to work setting up a network of vines in the base that can serve as a trigger for the alarm if pulled on" Tyra said

"If you had all these ideas already, why ask me what I thought?" Serena asked

"Well I find bouncing ideas off someone helps me think better, and I wanted to confirm that I wasn't the only one who suspected something was up, in case I was just being paranoid" Tyra replied "and you seem to be the cautious and observant type, so I thought you'd make a good person to confirm that."

"Thanks… I think?" Serena said "glad I could help then, I'll get to work now." With that they went their separate ways,

In the corner of the room, a faint outline of a man, perfectly camoflauged and hiding in the blind spot of the camera, began to move as it activated a transmitter "they guessed we were coming boss, we're not gonna have free rein of the place now"

"It doesn't matter, you're already inside and ready to let the rest of us in, this just means we go in loud instead of quiet. It's just a bunch of kids, we've got it all under control"

\- The Facility, Night 2 -

The first night and the following day were pretty boring, all things considered. The facility was designed to keep the animals of the forest out, so the few that wandered close to the outer walls were easily driven away. Even if an animal were to become motivated to attack, there were several layers of barriers to get through. First an electrified outer wall with 4 gates, one on each side, followed by an expanse of empty land that looked like it may have once been a minefield, then a smaller inner wall, and then the fortified walls of the facility itself.

After seeing just how well defended the facility was on its own against any would be animal invaders, Tyra's hypothesis that the attackers would be humans seemed all but confirmed. Anything else wouldn't be a threat even with all of the mines, traps, and turrets offline. There was some debate over using Mota's quirk to reactivate those defenses, with those in favor arguing that it was fair because it would be a result of their quirks, not cheating by hacking through the firewalls stopping them from activating. Those against the idea were of the view that even if it was technically an action they took with their quirks, it was against the spirit of the exercise.

Eventually a compromise was reached in which Mota would be allowed to use his abilities locally to control turrets around himself for use in combat, but only while he was there actively using them, rather than reactivating the entire defense grid.

On the first day they set up patrols and organized themselves as best they could, and that night passed without incident. The second day was more of the same, and with half of the time they were meant to defend the facility passing without incident, the class was becoming anxious and just a bit paranoid. Everyone was anticipating an attack that still hadn't come, and the longer they waited the more their anticipation grew. By the time night fell everyone was feeling a bit drained from the constant tension.

"They're doing this on purpose" Serena said "I'm sure of it, they'll either attack tonight or in the morning, while we're stressed and paranoid and not thinking clearly"

"Wouldn't it be better to wait until the final night then? To let us become more stressed?" Tyra asked

"If we go through tonight and nothing happens, it'll have the opposite effect on us, people will start to relax because the end is in sight, and start thinking maybe there wasn't danger at all." Serena replied "we'd be more relaxed during the day and in better shape that night as we'd be vigilant in the last hours to ensure nothing went wrong. If an attack is coming, I'm betting it's tonight"

"Hey guys, something odd just showed up on the cameras" Mota called from down the hallway "it might mean trouble"

Serena looked to Tyra and the two nodded in agreement before rushing to the security control room. "What is it?" Tyra asked

"The Northern outer wall gate isn't properly locked in place. I don't see any records of someone opening it, and there's nothing in the access logs, but several of the bolts are undone. It's still secure technically, but not airtight like it would be normally" Mota explained, bringing up the video feed in question on a larger screen "I'd chalk this up to it just being slightly open when we got here, but I called Tanzo on the radio to confirm and he said he checked to ensure all the gates were locked tight at the start. So I don't have an explanation here."

"Nobody could infiltrate the place from such a minor breach though" Tyra said "even if this was the enemy's work, what's the point?"

"They're in the facility" Serena said firmly "Mota, would it be possible for a hacker to have undone those bolts and then deleted their interference from the access logs?"

"Not from the outside, but yes theoretically if they'd infiltrated somehow and accessed a terminal with a link to that door, it could be done… but how do you know they're inside?" Mota answered

"With your quirk and abilities, I doubt it malfunctioned on its own, and you said previously the door used to be airtight and now it isn't." Serena explained as she reached for her radio "If I were a group of attackers looking to quietly sneak into a building by hacking a door, I'd ideally want to make as minor of a breach as possible to make it look like a momentary glitch or fluke, using a quirk to get me and my team inside through that small breach. If they have a hacker that means they probably already know the placement of our security cameras and may have even compromised them, so they can move undetected now that they're in."

"That's not proof though" Tyra said "are you sure?"

"I've got some… past experiences with being stealthy, that's how I'd run an operation like this based on what I know." Serena said "if UA hired these invaders to test us, they're probably far more skilled than me, which means if I can come up with a plan like that, they certainly will have"

Serena activated her radio and sent the signal out to all of the other connected transmitters "attention everyone, we have reason to suspect there are enemy combatants within the facility, locations unknown. Everyone be on high alert"

"I want a sweep of the building, and nobody goes on their own anywhere. If you are isolated and cannot travel with a teammate, lock yourself in a room and report your location, we'll send a pair to retrieve you" Tyra said, taking the microphone from Serena "report any sightings to all parties immediately and avoid engaging if possible, we don't know what we're up against here"

"Mota, is there any part of the facility that isn't covered by security camera feeds? Bathrooms? The old laboratories? Anything like that?" Serena asked

"I get it, hold on let me double check" Mota said, catching her intent immediately "yeah there's four areas of note. The changing rooms like you said, a laboratory under the courtyard, and the reactor core of the building in a basement floor, but all access to that floor is cut off, I made sure of that just in case."

"Tyra" Serena began

"I get it, good thinking, we'll go there now and" Tyra began, then suddenly the power went out

"Impossible, I deactivated and locked all elevators to the reactor's entire floor, nobody could get in unless they could somehow slip… through nearly airtight elevator doors and components" Mota said as the power began turning back on "That's not good, we need to get down there"

Alarm bells began ringing throughout the base as the blast doors in each section of hallway began to close. "Mota what are you doing? Stop that!" Serena asked, turning to face him only to see him shaking his head

"I recognize that method of hacking" Mota said "they implanted a virus in the system that hijacked the booting process of the computers, then they shut the power and forced a system reboot. They must have control of the facility now, all I can do is control local devices with my quirk now. I could try hacking my way back in, but you said it yourself, anyone UA is sending at us is bound to be more skilled than me, if they're still monitoring the system I doubt I can get in"

"Damn, they completely outsmarted us" Serena cursed as she ran out of the room and towards the nearest blast door, sliding under it before it managed to close and putting her hands up to catch it, using her quirk to stop it and begin gaining energy. "Send word to the others about the situation" She called back "I'm gonna use this door to charge up for a couple of minutes"

"No good, signal is jammed" Tyra sighed "we're all isolated now both from communications and in a literal sense."

A shrill tone played over the intercoms of the facility, which had previously been a disabled system, once they were fully activated the tone faded, replaced by a deep male voice. "Greetings students of UA. I must apologize for the sudden interruption of your adorable attempt to form an organized security force in preparation for our arrival. I must say for a bunch of barely trained runts, you didn't do half bad, hell even guessing we were coming wasn't in the original plan, we were just gonna sneak in and pick you off one by one, but alas, it seems we need to use plan B"

Serena frowned as the blast door she was absorbing kinetic energy from suddenly stopped pressing down on her, cutting off her supply. Someone had cut its power for some reason… could it be they knew about her quirk? At this point they were clearly skilled enough to have done some recon, so it was possible.

"Now a brief explanation as to why we're here" The voice said "me and my team are all former villains and criminals who were once arrested for crimes of varying severity and sentenced to jail time. UA came to us with a deal, we'd square off against you runts here as a training exercise, and for each one of you we beat, we get some time shaved off our sentences, we're not supposed to kill you, but major injuries are allowed. Now see, a lot of my boys are confident they can take you all out without any tricks, but I'm a cautious man, so we're gonna play dirty anyway."

"I recognize that voice from somewhere" Serena muttered "who was it… maybe if I remember that I'll know how to beat him…"

"What we're going to do is open blast doors for one group of you at a time to lead you to the courtyard, where we'll beat you up in small groups. In respect to UA's interest in training you runts, we'll be nice and not all fight you all at once… probably… but that doesn't mean we plan to fight fair either. Oh and I wouldn't try breaking through doors on your own to try and rescue your classmates, you'll find the facility's turret defenses are very much online now, and base on our scouting intel there's only a few of you who would stand a chance of surviving them." The man continued "as for those of you who do… other measures have been taken to discourage you from moving about as you please. Now then, I'll just have the first group get started now, everyone just sit quietly and wait your turn, and we'll get through this niiiice and easy."

"Screw that" Serena sneered "Mota, get the door for me and Tyra, and you can take over the turret too I'm sure, we need to move."

"Ah ah ah, not so fast little lady" a gleeful female voice said as a wire wrapped around Serena's ankle and yanked it out from under her, pulling her into the next room as the blast door suddenly reactivated and finished closing, trapping Serena in the room with a woman dressed in black leather, with wild and unkempt wiry hair and a wide array of pockets on her waist, all bulging with tools. "We're prepared for his little quirk too with a technokinesis user of our own, as for you, you're going to have to die a little here"

"As if I'd just go down!" Serena spat as she yanked her foot free of the wire, snapping it with a jolt of energy and rolling to her feet, then throwing a punch at the woman and firing a shockwave at her. Only for it to be dispersed early as it passed through several barriers of wires.

"Ohhhh scary, but we know all about your quirk too, we got a good look at it while you traveled through the forest. You're a strong one, no doubt about it, but you've got plenty of weaknesses, and your technique is sloppy. I'll bet you were self taught" the woman cackled as she reached up and pulled on a strand of hair, continuing to pull it as it extended into a steel wire like the ones that had snared Serena's ankle and blocked her attack. With a smirk she dashed at Serena, moving quickly while sidestepping wires she'd set up, not that Serena could make out where they were even with the movement around them.

"That's right just come here so I can punch you up close then" Serena growled, drawing her fist back, but just as the woman came in range she tossed something at Serena's face that exploded in a flash of light and a loud bang, stunning her briefly. The woman quickly ran behind Serena and pulled on the two ends of her wire, pulling it tight around her throat, then placing the ends against the walls, where they automatically attached themselves too like glue.

Serena instinctively clawed at her throat as the wire snapped taut around it and began suffocating her. The wire was too thin to get her fingers underneath to pull on, so she tried to reach behind her to pull on and snap part of the wire attached to the wall. As she reached out however another wire looped around her wrist and snapped taut, then yanked it to the side and bound it. The same soon happened to her other hand, trapping her arms out to her sides as the first wire slowly constricted around her throat tighter and tighter.

"You're great at absorbing large blunt chunks of force, but as my snaring your ankle before confirmed, you can still be touched and pulled around" the woman said, leaning down in front of Serena to poke her on the nose as her vision recovered from the flashbang "I doubt I could ever hit you hard enough to beat your quirk, but luckily, I just have to strangle you."

Serena pulled on the wires binding her arms, but these ones were thicker than the ones she'd been able to snap earlier, even by expending most of her remaining energy she couldn't budge it. She knew she was in trouble now, she was at this woman's mercy and the wire around her throat was making it hard to breathe. And with her being put in such a vulnerable position with her wrists bound, she could feel the beginnings of a panic attack creeping in, if she began to hyperventilate now she was done for.

"hehehe this is my favorite part" the woman said as she walked behind Serena, weaving a bunch of wires together as she reached down and pulled the back of Serena's shirt up to expose her back "oh my, looks like you're no stranger to this are you? You know what I'm gonna do don't you dearie?"

Serena's heart rate skyrocketed, she knew what was coming all too well, in desperation she strained against her bonds. The logical part of her mind knew a whipping would just give her energy, but there was a large part of her that irrationally ignored that fact and began to panic.

"Heh, looks like the boss was right, you ARE that wench from the bar he remembers, he said if I threatened to whip you I'd get a nice reaction out of you if you actually were that girl." The woman laughed, running a finger down Serena's spine "how does it feel being compromised like this again after all these years? You got so strong but now look at you, tied up and at someone's mercy anyway. Don't worry, I'm not going to whip you, I'm not stupid enough to give you some energy to break out with… no, I'll have to get creative in tormenting you."

Serena freaked out more at that, the last 'creative' punishment she'd received involved her hands being impaled and her being left to hang on a wall, with an IV hooked up to her so she wouldn't bleed out. She tried her best to keep composed, but she felt her breaths begin to speed up, each breath becoming harder than the last as the noose tightened.

"Now then why don't we…" the woman stated, but the blast door behind her exploded as long thorny vines surged through and wrapped around her, pulling her away as Mota rushed through the now open doorway with a strange blade that was emitting a low hum. With a quick swing he severed the wire strangling Serena and got to work on her other bindings.

"You ok?" Mota asked "sorry I took so long, the turret in the other room was a hassle, but once we beat it I scrapped it for pieces and made the tools to rescue you"

"T-thanks" Serena wheezed, putting a hand on her throat as she tried to calm back down "I'm… I'm ok… I just need a minute."

"I understand, we could hear her through the door shortly before breaking through, I won't pry about it, just take your time" Mota said reassuringly "me and Tyra are gonna move on ahead, just catch up when you're ready"

Tyra finished binding the woman to the wall with her vines, then nodded to Mota, and the two of them broke down the next blast door and moved on. Serena took several minutes to compose herself and then stood up.

"Your friends saved you this time girlie, but I'm sure the boss will have a blast getting his old favorite bar wench back when he gets his hands on you" the woman taunted.

Serena didn't respond at first, slowly turning and walking over to the woman. "My name isn't girlie, and it's not bar wench either. I don't belong to that bastard or your boss anymore. My name is Serena" she said, then drew back her fist and punched the woman in the face, not using any stored energy, but still punching hard enough to knock her unconscious. "And don't you dare forget it" she spat, then turned and walked after Tyra and Mota.


	6. Fighting Back

"Damn it! These doors are too sturdy" Onaka cursed as her quills snapped against the blast door sectioning off the part of the hallway she and Freya were in "Must be some sort of extra tough alloy or something"

"What would we do if you could punch through anyway?" Freya sighed "you couldn't make a hole large enough to travel through at any sort of decent pace. And there might be dozens of barriers in the way of actually accomplishing anything."

"Well I can't stand sitting around doing nothing!" Onaka fumed "these villains have us dancing to their beat and we can't do anything but sit here and wait for them to come to us. Or to let us go to the courtyard so they can gang up on us in one huge group."

"Our best bet is for one of the others who can break these doors down to come by our section and join up with them" Freya said, putting her hands on Onaka's shoulders and trying to sound more confident then she felt "j-just calm down."

Onaka sighed, she didn't want to calm down, she was frustrated and frightened and worried about the others, but she knew that Freya was right, and that Freya was probably far more scared than she was, and was hiding it for her sake. "Alright… I'll try" she said "we'll just have to trust that the others are in a better situation then. It'd be nice if we knew more of their quirks though, the only one whose power I know that could maybe break these doors is Serena, and that's only if she somehow got someone to hit her a bunch to build energy"

"Well if nothing else she'd be able to handle the turrets afterwards" Freya mused, preferring to think about possible hopes rather than focusing on how bad of a situation they were in. "So if she meets up with someone who can break the doors the two of them would be able to move freely"

Onaka sat down in a corner of their section of hallway, glaring at the security camera gazing down at her, it was clearly active, as it scanned the room, leaving few blind spots in the confined space. "Hm… they're watching us to make sure we don't move…" she mused, then got an idea and stood up. She turned to the wall of the hallway and fired a quill, successfully puncturing the steel wall. "The walls are weaker by comparison, I can break through those, and there's less walls between here and the courtyard then blast doors" she said, raising her voice to be unusually loud "we can break through to the last wall and wait for a fight to break out in the courtyard, then launch a surprise attack on them to turn the tides of that fight"

Freya looked at Onaka in confusion, the plan was a bit of a stretch, but now that she'd announced it to be overheard by the camera the villains would just send a few people to take them on indoors… then it dawned on her as Onaka made a show of noticing the camera had an audio recorder and used a quill to destroy the camera.

"They'll have to send a few people after us now" Onaka said with a smirk "it's not much, but if we can take out small teams sent to take us down we can chip away at their numbers so long as they think us escaping is a threat"

"This is… surprisingly well thought out for you" Freya commented

"heh, guess Serena and Ayane are rubbin off on me, I'll make up for it by being extra reckless and silly after this is over" Onaka chuckled, eliciting a sigh from Freya. The two of them waited for a team to come after them, with Onaka firing more quills into the wall to keep up the illusion that it was their actual plan. Sure enough, it wasn't long before one of the blast doors began to open and two men stepped in.

"Hello girls, boss says you two are mishbeavin yerselves" one man said, he was bald and wearing a white t-shirt and shorts, his skin glistening with some kind of moisture "we're here to tell ya to quit it"

"Oh yeah? And if we refuse?" Onaka sneered, her quills bristling

"heh heh, I hope ya do, cause you went and broke the camera in here, which means I can do whatever I want to you little ladies and nobody's gonna know" the man chuckled, leering at Freya.

Onaka noticed the gaze and gritted her teeth "get real, like you weren't planning on that anyway" she spat as she fired two quills at the man, only for the other villain to step in front of him and block them with his torso. The quills bounced off harmlessly, making the man chuckle. He didn't look particularly impressive apart from being rather tall, and there was no indication of how he'd deflected the quills so easily.

"tsk tsk, so hasty, you girls don't realize how much shit yer in here" the first man said "see we've been doing some recon on you and yer classmates for a bit now, we know yer quirks, and we were sent here cause they don't work on us. My buddy here's got skin that can't be cut or pierced, and I've got acid to burn through yer friend's regeneration. So you'd be wise not to piss us off, or we might get a bit rough"

The second man began approaching Onaka with a sick grin "ain't been any cute ones back in prison" he commented "but if you two play nice we won't be too harsh on ya"

"Ugh, disgusting" Onaka spat "you lowlifes aren't gonna lay a finger on either of us, Freya, show em who's boss"

"Eh? M-me? But why?" Freya stammered

"Just trust me, go ahead and punch the guy" Onaka said with a grin as she stepped back and pushed Freya forward

"Heh, sacrificing yer own friend so put off yer own fate" the first man laughed "some hero you are. Yer nothing but a stupid little coward hiding behind a human shield"

"U-um… I-I'm not… gonna let you talk about Onaka like that!" Freya said, clenching her fists and drawing her arm back.

The tall man smirked down at her "go ahead, I'll give ya a free… oomph…" he began, but got cut off as Freya rammed her fist into his stomach and knocked the wind out of him. He sank to his knees, wheezing for air, while Freya drew her fist back, as surprised as he was.

"Been trying to tell ya Freya, but you're a lot tougher than ya think, you just never took me seriously and thought I was teasing you all the time" Onaka chuckled "your quirk has got a bit of a side benefit, think about how exercise works, you push your muscles past the limit and they break apart, then heal over time even stronger than before. Your body does that last part at like… hundreds of times the speed of a normal person. Hell you probably don't even realize you've worked out half the time cause you heal so fast you aren't sore"

"Eh?" Freya said, looking between Onaka and the man on the ground, who was now doubled over in pain "you mean…?"

"Yup, you might not get to hit as hard as like, Serena at a full charge or someone with a straight strength enhancement type quirk, but you've got some pretty insane striking force compared to normal dudes like that one." Onaka said, then stepped forward and grinned at the bald man, who was looking a lot less confident now. "As for you… I think I'll teach ya a lesson about threatening to assault girls with such a lewd look on your face"

"I… don't know what ya mean… I wasn't implying I'd… er…" the man said, backing away slowly, glancing at his doubled over buddy on the ground and back at Onaka. "I simply meant… uh… bye" he said, then turned and bolted. The blast door starting to close behind him, but not before one of Onaka's quills struck him in the leg and made him fall over.

"That's two down, he ain't gonna be walking around with that injury, he's out of the fight." Onaka said "Freya, you can knock out that guy"

"Um… ok… sorry sir, I don't know how hard I can hit yet so… this might hurt" Freya said, politely putting her hands together and bowing apologetically before kicking the man in the face and knocking him over onto his back, completely unconscious.

"You don't need to apologize to the villains for kicking them in the face" Onaka said "now then, let's get back to work making ourselves a nuisance"

"What the heck are you doing? Uh… Kura right?" A girl said, looking at the boy as he climbed to the top left corner of the blast door in front of him in order to tap it.

The girl wasn't dressed in a normal UA uniform, it was similar in appearance, but made of an elastic material, which made it look unusual as it conformed to her body in awkward ways. Normally she wore an additional uniform on top of this one, but she couldn't effectively use her quirk with it on, so she had cast it aside when the villain attack began. She had long black hair tied back in a ponytail, and emerald green eyes.

"I'm setting things up for you" Kura said as he hopped down "you're the girl with the expansion ability right? Um… it was…"

"Seiya" the girl said "and what do you mean by set up?"

"Right, Seiya, sorry I'm usually better with names" Kura said, rubbing the back of his head awkwardly as he made a point of not looking at her "a-anyway… my quirk places marks on things that multiply the next impact on that point the thing receives. Normally these doors are meant to handle hits from giant flesh and blood creatures, so your expansion would probably not work… but with my marks in place"

"Oh I see" Seiya said "alright, get behind me then, you want me to go full force right?"

"Yeah, if you hit the whole door at once we can use it to destroy the turret in the next room, rinse and repeat… the only concern is we'll hit a classmate, but I was one of the supervisors, so I have a general sense of where people should be right now." Kura said, walking behind Seiya "if we head this way we should run into Tyra's group, she can probably break the doors too, especially if Serena or Mota is with her at the time, so she may have regrouped with more groups as well"

"Huh, you don't look it, but you're pretty smart" Seiya said as she drew back her fist and threw a punch. As her fist and arm traveled forward they expanded and grew until they were the size of the hallway, striking the door and the marks placed on it, creating multiple shockwaves as the force was amplified, and the door sent crashing through the next room and into the opposite door, knocking it off its hinges as well. Unfortunately, the second door didn't have quite enough force to destroy the turret in the room behind it, leaving them sitting ducks as it took aim and Seiya's arm shrunk

"Uh oh, I hit it too hard" Seiya said, her face paling

Kura jumped into action quickly ducking down and tapping the ground to place a mark, then stepping forward like a sprinter and kicking off the mark with his leg, propelling himself forward like a cannon ball and darting behind the turret, stopping himself from splattering against the wall by tapping one of his hands with the other and slamming it against the wall, using the shockwave of force to negate his momentum as he turned and slapped the turret on its side while it turned to try and aim at him. With a grunt he twisted in the air and punched the turret on the mark he just placed, smashing it.

"Phew, that was too close, I'm not great at that maneuver" Kura said, letting out a sigh of relief "more often than not I just slam into the wall like an idiot"

"Well I'm glad you didn't this time, contrary to what some people seem to think, my body isn't made of rubber and bullets work just fine on me" Seiya said "but regardless, it seems we have a bit of a problem with the plan if that's gonna happen every time."

"Not quite, we just need a bit more force, let me see your fist" Kura said, then tapped her fist with his hand, leaving a small black ring on it "I'm gonna set another, larger than usual mark on the next door, aim your punch so that this ring on your hand strikes where I put the mark on the door. It's a little trick I learned a couple years back, if one of my marks strikes another one of the marks… the result is impressive"

"If you say so, I'll have to make my punch smaller if I want to aim properly though" Seiya said as she got ready to punch.

"that's fine, just a moment though, I need to calculate this right" Kura said, pulling out a small calculator and punching in some numbers while muttering to himself. After a moment he went to the door and placed a mark in the center, followed by two smaller ones on either side of it. "There, that should be the right amount of force"

Seiya threw her punch as Kura moved aside, her arm slightly smaller this time, but this time the door flew back into the other door of the section, and that door flew off its hinges and hit the door on the opposite side of its section as well.

"Perfect!" Kura exclaimed, with a triumphant fist pump "let's keep going Seiya, we're not going to let these villains have their way"

"Damn right we aren't!" Seiya replied enthusiastically

-  
"Thanks for the rescue" A boy with electric yellow hair said, another boy in a black cloak nodded in agreement as the two of them looked down at a puddle of liquid in front of them.

The liquid slowly rose up, forming the shape of a human and partially solidifying into another boy with blue hair, his lower half remained fluid however, as when the torso reformed it was shirtless, and presumably the same would be true of the lower half.

"No problem, obstacles like this are no issue for me, so I let my partner stay behind in safety and have been moving through the doors looking for other groups" the boy said, gesturing to the blast door behind him, which had a hole melted through it just large enough to crawl through "I'm going to keep moving ahead, to free others, you two should head back that way and meet up with him, the villains clearly don't want to face us in large groups, so the three of you ought to be safe"

"What about you though?" the cloaked boy asked

"Nothing to worry about, I'm difficult to injure and I can move really quick if I want, right now I'm a slow viscous acid to burn through the doors, but the properties of this body can change to something more free-flowing if needed. I'll retreat if I get in trouble"

"Alright, if you're sure" the yellow haired boy said, giving a thumbs up "name's Eneru by the way, cya around." With that the boy turned into a mass of electricity and flew through the gaps in the doorways to go regroup like he was told.

"Hey wait up!" The cloaked boy called, then sighed "well, good luck, I'm Kaya."

"And I'm Ryu, now you should go catch up" the liquid boy replied "we've got to work quickly"

Kaya nodded, and ducked through the hole in the door while Ryu set about melting through the next one.

-  
Out in the courtyard the first group to have been selected to be forced out was locked in combat. Daiki was shielding a girl with glasses as she flipped through a book, holding up his left arm which he had grown into a shield he blocked a volley of bullets from a large man with Gatling-guns in place of his hands. "Is now really the time to be reading?" he grunted

"Just a minute" the girl said, then seemed to find what she was searching for and closed the book putting it in a harness on her back as her eyes flashed and changed color from blue to red as two large handguns made of blue lines of hardened light formed in her hands. "Emulation complete" she said, her voice sounding slightly deeper than it had a moment prior "step aside"

Daiki waited for there to be a break in the firing of the man attacking them, then did as he was told, allowing the girl to level her guns at the man and fire, bullets forming from hardened light like the guns and striking the man in both shoulders, then exploding in what looked like blue fire, but it produced no smoke. The man fell backwards, now incapacitated, and another villain dragged him off as another man took his place, spiked tentacles shooting out from his back to attack.

Daiki lifted his arm to block, but the tentacles instead redirected themselves around his shield arm and instead wrapping around him, then yanking him to the side as the girl tried to fire her hand cannons again, making them strike him in the back.

"Gah! Watch it with those, they hurt!" Daiki protested as he struggled to break free of the tentacles holding him. Meanwhile another two tentacles shot past him to try and strike at the girl.

"Sorry" the girl said shortly as she dropped the guns and her eyes changed color again, becoming green as she began forming a blade of hardened light in her hand, which she used to knock away the incoming attacks "that persona is a bit reckless, I can't help it." Her voice was higher again, and her fighting stance had changed completely, as if she were a different person

Stepping forward and slashing with the blade she formed, the girl freed Daiki from the tentacles binding him, then took a ready position next to him. "We've got bigger issues though, we're lucky they aren't all attacking at once… but there's a bunch of them, we're going to get tired at this rate" the girl said

"I know, all we can do is hang in there and hope someone comes to back us up" Daiki said, forming his free hand into a blade and cutting a tentacle that shot at him "you seem to have enough tricks to keep us going though."

"Not really, my quirk lets me emulate the persona, skills, and equipment of fictional characters I've read about or seen in movies and stuff, but I can only store 3 at a time, that's why I had to read a moment ago, my book has a few good go-to characters for me" the girl said "they're going to figure out my bag of tricks soon enough and I don't think we're going to have time for me to change it up again."

"Lovely… well let's just hope the others have more luck than us then" Daiki said "and let's take down as many of these guys as we can. There's a lot of them, but they can't have an infinite number of guys to throw at us, or they wouldn't be so set on splitting us up to maintain an edge in numbers"

"You got it!" the girl said as the two charged towards their opponent. Between their two blades, the villain was overwhelmed almost instantly, with tendons in his legs soon getting cut to incapacitate him. This was the third consecutive villain they defeated, and the crowd of enemies was looking restless.

"Probably not going to be long before that 'no ganging up' promise of theirs breaks down" Daiki said "let's just hope the no killing rule still holds up"

"heh, you're one to talk Mr. Diamond boy" the girl said "I'm still just flesh and blood here, you've got nothing to worry about"

"My name is Daiki, not diamond boy" Daiki muttered "and it's not like I'm invincible Mrs Bookworm"

"the name's Mako" the girl said "if you want me to call you by your name you should use mine, fair's fair."

Daiki nodded "fair enough" he said as he knelt down and stabbed his sword hand into the ground "can you buy me a minute or two? I've got an idea to buy us some time."

"I'll get you one, work quick" Mako said as she switched back to her guns

"I'll do my best" Daiki said

Mako brandished her guns, and several villains charged towards her to stop her from taking any shots. "Alright boys, bring it!" She shouted in defiance as she began to fire

With a grunt, Serena kicked down a blast door "alright I'm out of energy, until we find an effective way to charge me up again you're going to have to break them down Tyra"

Tyra opened her mouth to respond when the blast door on the opposite side of the section fell over, having apparently been struck by another door.

"Finally, we're through" Kura said as he hopped into the room "I was hoping to run into you guys"

"Kura? Thank goodness we found someone" Tyra said "we've knocked down a few dozen doors without any luck.

"Well you're gonna love this, say hello to my motley crew of rescued classmates" Kura replied with a grin. After a moment Seiya, Onaka, Ayane, and Freya entered the room as well.

"Onaka! Freya! You two are alright?" Serena called out, running over to her friends immediately

"Yeah we're better than alright, I finally managed to get Freya to realize how strong she is, and the two of us tricked and beat up about ten villains before they caught on and stopped sending em to us" Onaka chuckled "individually these guys don't seem very tough, how bout you, you get to kick any villain butt?"

Serena chuckled sheepishly "well I uh… kinda was losing my fight before Tyra stepped in… they knew my quirk and sent someone who could counter it, and I got caught a bit off guard"

"You rely way too much on that quirk of yours" Freya scolded "how many times has it failed you this week? Come on Serena"

"Yes yes that's lovely that you're all buddies and chit-chatting, but we don't have time to dawdle" Kura interjected "two of our classmates are already fighting in the courtyard, and it seems the promise to not gang up on us didn't last long. We need to go help them asap."

"tsk, why didn't you say that sooner damnit! Alright just charge me up and let's go then!" Serena snapped

"Woah, calm down, I'm sorry" Kura said, holding up his hands and backing away "look we need to go help them, but that diamond kid, Daiki I think his name was, he made a barrier around them to buy a bit of time. We can't afford casual chit-chat though."

Serena sighed "sorry, I'm just on edge because of all of this, but we do need to move now, if their boss attacks Daiki's barrier it won't last long. I don't know how it works  
exactly, but his punches can break almost anything."

"How do you know his quirk?" Seiya asked, then regretted it immediately as Serena's expression darkened

"It's a long story, just suffice it to say I know he's dangerous from experience, and I'm pretty sure he's able to break a diamond barrier, so if he gets involved Daiki is in trouble." Serena replied firmly "we should go there now and take down the small fry before he sees fit to come out."

"Between the eight of us we should be able to handle things" Tyra said, nodding in agreement "and there are probably others we haven't met up with yet, they can likely come to the courtyard to back us up at some point"

"Well if you both say so, let's go kick some butt and save some classmates!" Onaka said

"Just one thing first" Serena said as she began to walk down the hallway towards the nearest exit into the courtyard "this is a bit selfish to ask, but when their boss shows up, I want to fight him myself. For one thing, even if he does punch hard I can likely take his hits, that's the practical reason. But I have… a bit of a score to settle. I knew he was in jail already so I never gave it much thought, but with him being here… I want to take him down myself this time."

"And you want us to just sit back and twiddle our thumbs watching you fight him?" Kura asked "you're right, that is selfish, we should just work together and bring him down"

"We'll stay out of it" Tyra asserted "but tell me this, do you think you can win?"

"Tyra! What are you?" Kura protested

"Shush, I overheard what another villain was saying to Serena, and from what I can infer, this is important to her" Tyra interrupted "but I want to know Serena, are you going to fight him for the sake of it? Or do you intend to win? Or rather I should ask, are your emotions driving you to pick a fight you can't win?"

"If I said I was 100% confident I'd win that'd be a lie" Serena said "he's strong, and more experienced than me by far, but I'm not planning on losing. I know a lot of his tendencies, I have a general idea of his quirk, and I'm pretty sure I can bring him down if I can get a solid hit in. Emotion is part of it, but I do genuinely believe I can beat him"

"Very well then, we'll fight the small fry and stay nearby just in case, but we'll let you have first crack at him" Tyra said

"We're really going to indulge this? She's saying she thinks she can win but she's not sure, and that this guy's dangerous, and we're just going to let her possibly get killed by the guy over a personal grudge?" Kura said "look I've got no problem with settling personal grudges in theory, but we're talking an actual dangerous criminal here who, despite claiming he won't go that far, could KILL her, us, or anyone else who fights him. We should consolidate our strength, team up, and beat him with the minimal amount of risk."

"I know that, but I also know he won't kill me" Serena said as she clutched one hand in the other "his personality is a weakness, he'll want to torture me if he gets the chance, if it comes to that, he'll let his guard down and you'll actually have an easier time getting the drop on him"

"And you think I'd be ok with just letting you get tortured? I object to that on the same grounds as if he would kill you!" Kura snapped "and why am I the only one who seems to think this is a terrible idea?"

"I… I don't agree with Serena in the sense that I don't think this is a good plan… but…" Freya said "… I trust her… and if this is important to her then I want to support her. I'll put my faith in her claim that she can win."

"Personally, I think this idea is stupid and reckless, and that's coming from me" Onaka said "but frankly, Serena is stronger than I am, so I'm inclined to put my faith in her too."

"Me too" Ayane said "I know this is important, and while I think she should let us help her, I'm ok with hanging back and letting her try to do it herself, and stepping in if things go wrong."

"Tsk, I can't believe this, we're all just going to go along with this stupid request" Kura said "what kind of hero would even think of going along with this anyway?"

"I know it's stupid, and selfish, and not heroic, but this is something I need to do" Serena said as she turned and walked up to Kura, pulling off one of her gloves to show him her hand and the scar on it, then lowered her voice to a whisper, not wanting anyone else to hear, but wanting to get this out to settle the argument. "This is what that man did to my hands, him and one other man. They did it for fun, treated me like their personal toy as they did things like this to me every day" she said, then pulled the glove back on "I couldn't stand up to them then, I was young and weak, but I'm not anymore, and if I don't stand up to this man now, I'll probably never get another chance. I know this is a bad idea, you are completely correct… but… if I don't do this…"

Kura's face paled as he saw the scar on Serena's hand, when he had heard her say it was a personal grudge, he had thought she meant he had robbed her or some petty dispute. Looking at her now it was clear this ran deeper than that. More than that though, he knew how she felt right now from personal experience. Realizing this, his expression changed slightly, becoming harder, but not with an expression of anger, but of conviction. "Fine, on one condition, promise me this one thing, and I will make sure nobody interferes with your fight even if it kills me"

Serena was slightly taken aback by the sudden change in tone and increase in intensity from the boy in front of her "w…what is it?"

"If you start losing, don't you dare give in and revert to your old weak self" Kura said, grabbing Serena by the collar and locking eyes with her "if I hear you beg for mercy or see you give up on the fight, I'm stepping in right then and kicking both of your asses. You wanna fight to prove you're different and stronger now, you stick to it, win or lose, don't give him the satisfaction of breaking your spirit."

Serena looked back at Kura, she barely knew the boy at all, she'd met him mere days ago, but from his words and that intense glare, she could feel that he must've gone through something like this himself. There was a defiant fire in his eyes that she knew all too well, because it was the same fire she felt. She met his gaze with her own, matching his fire and resolve without hesitation as she answered his conviction "I was never planning on giving the bastard that satisfaction from the start. I'd die before I let him see me like that again."

Kura let go of Serena and stepped back "fine, we'll do it your way then. I still think this is a damn stupid idea, but we'll do it, don't make me regret it."

"The only one who is going to regret anything is him" Serena said, then turned to lead the way "come on, we've got some villains to send back to jail"


	7. Yours No Longer

In the facility courtyard, a man took a seat on a makeshift throne assembled from nearby rocks. He didn't look particularly impressive or intimidating at first glance, he only stood at around 6 feet tall, with an average build, he was clearly muscular and in good shape, but in an age where mutant type quirks were giving people physical strength that was once considered impossible being muscular didn't matter much anymore. His attire wasn't flashy like many villains either, a simple black vest with gold trim and black pants. His hair was neatly trimmed and parted on the side, making his hair perfectly average. The only physical trait he had that seemed potentially villainous were his piercing golden eyes.

Yet in spite of this unremarkable appearance, the two thugs standing to the sides of his throne as bodyguards were visibly nervous being around him, trying their best to be just inside his vision so that he knew they were still doing their duty, but far enough to the peripherals that he was unlikely to pay them any mind. Off in the distance the sound of combat between the villains and hero students resounded throughout the compound, clearly not the noise made by small groups of isolated students being beaten up by a gang of villains, but the sound of a pitched battle, the very thing they'd gone to great lengths to avoid. Despite this, the man's expression remained unchanged. He was calm and collected, his posture was pristine as he folded his hands on his lap and rested in his chair. It was impossible to tell whether or not he was angry that his plans were failing, or if perhaps he was confident that he would win anyway, his expression was unreadable.

"Uh… boss, it sounds like things aren't going well over there, shouldn't we do something?" One of the bodyguards managed to ask

"No, it's fine, we have the advantage in numbers, and according to our friend in the system, only a relatively small team of them actually regrouped and came to fight. Besides, one of their heaviest hitters is coming here, and me and her have some catching up to do" The man chuckled, a sadistic grin spreading across his face "if you two are concerned, you can go join the fight, I want to face this one alone regardless, you're useless here."

"If… if you say so boss" the guard said, shifting nervously and glancing at the other guard, after a moment or two they nodded at each other and ran towards the battlefield, running past the girl who had silently been walking towards their boss, they hadn't noticed her approaching at all until they were right next to her, but even as they noticed her and tried to turn to react to her presence, it was too late.

Serena threw short jabs with both her fists out to her sides, striking both thugs in the hip hard enough to shatter the bone and incapacitate them. They crumpled to the ground, groaning in pain as Serena calmly moved past them and stood before the man on the throne.

"So it really is you after all, I knew you'd come for me, you must have really missed all the good times we had together." The man said, his smile widening "come back to relive the old times? I can see you've developed that body quite nicely for me to enjoy my dear pet"

Serena scowled at the man "Keep dreaming you perverted bastard" she growled, clenching her fists so tightly her knuckles turned white "I'm here to kick your ass and send it right back to prison where it belongs."

"Ha! That's a laugh, you always were an amusing one, you get a fancy quirk and some basic education and you think that puts you on my level?" The man said as he slowly stood up from his chair "that quirk won't save you from me, but since you seem intent on having your little rebellious phase, I'll teach you exactly why I'm the top dog around here before I get around to putting a leash around your neck again."

Serena's glare didn't falter in the slightest, but she knew he wasn't bluffing. They knew about her quirk and had managed to have someone exploit weaknesses in it before, she didn't know what his quirk was, but clearly it was one he felt could beat hers. All she had to go on was his reputation, he had a penchant for torture, and was known for being able to inflict massive pain on people with just his bare hands, beating them to bloody pulps slowly and painfully. Based on that, her quirk ought to work against it… but he wouldn't be so confident if it were that simple.

"Here's how its gonna go, I'm gonna beat you up until you've had enough, and when you're ready to give up this silly rebellion and be my plaything again all you need to do is call my name. As a little gift, I'll tell you what it is now" the man taunted "normally my playthings only get to call me boss or sir, but you'll get to call me Kuru"

"I'll die before I give you the satisfaction" Serena spat as she charged forward, absorbing the energy of her feet hitting the ground and expelling it from her other foot to accelerate her, then reabsorbing as much of the expelled energy as she could before it traveled too far to slowly increase her reserves.

"Perhaps you will, but either way I'm going to enjoy myself here." Kuru laughed, not flinching as Serena leapt at him to throw a punch, he simply drew his arm back and threw a punch of his own, aiming at the shoulder of the arm she was punching with. His arms were longer than hers, and so his blow connected first.

Serena immediately knew something was wrong as pain shot through her shoulder instead of the punch stopping harmlessly on contact, the pain surprising her enough that she had to abort her attack and stumble backwards to grab her shoulder. It made no sense, she felt herself start to absorb the energy of the punch at it connected, but she'd still seemed to take damage as if she hadn't, worse than that even, this hurt much more than a regular punch should have. Looking at her shoulder, she couldn't see any real damage, so it wasn't that her quirk had simply been overpowered, something else was going on.

"Sloppy, examining your injuries this close to their source" Kuru said as he stepped forward and kicked Serena in the chest, sending her tumbling backwards as once again pain shot through her body at the point of impact.

Serena rolled to her feet and gritted her teeth against the pain as she stood back up, the pain was fading to a dull ache in both locations now, but she had no idea how he was inflicting it. Until she did, she'd have to avoid taking unnecessary hits for the time being. She darted forward again, darting from side to side to make her approach harder to read as she closed in for another punch.

Kuru stepped in close as Serena threw her punch, batting it aside by striking her wrist with a light chop, sending pain through her once again, though not as much as before. Now in an advantageous position, he threw a palm strike at her head. Serena countered in much the same way he had, using her free hand to knock his strike to the side, then spinning around to the opposite side for a roundhouse kick, making sure to absorb some of the energy of his strike when she did so.

Kuru recovered almost instantly from his hand being knocked aside, quickly bringing it back to strike Serena's leg from below and send her kick high as he ducked beneath it, also knocking her off balance. Before he could follow up Serena let herself fall backwards, landing on her hands and pushing herself into a backflip to gain some distance, then as she landed on her feet she threw a punch to send a force shockwave at him, which he easily sidestepped.

Serena felt pain like she hadn't experienced in a long time, each point he'd struck her in hurt like hell. Even that light chop to deflect her initial punch had hurt her wrist briefly, and the blow to her leg had been agonizing. Still, she'd felt far worse before, and as far as she could tell she wasn't taking any real damage yet, her quirk was definitely working to protect her from that. Gritting her teeth she darted in again, leading with some light jabs to try and create an opening, using a quick burst of energy to pull her fists back whenever Kuru went to strike her wrists or arms to deflect a blow.

Kuru let himself be driven backwards by the jabs until he felt his foot strike an uneven part of the terrain. Then he let himself seem to lose his balance and begin to fall backwards. Serena immediately saw the opening and stepped in to deliver a decisive blow, only to play right into his hands as he brought his leg up and kicked her right beneath the jaw as he turned his fall into a backflip, using his hands as an anchor to the ground just like she had moments before.

Serena staggered back, her vision was blurry and the world was spinning, it was like fiery spikes had been driven up through her skull and directly into her pain receptors in the brain. She wasn't given any time to recover either, as Kuru moved in and grabbed her by the shoulders, pulling her forward as he kneed her in the stomach hard enough to make her feel like vomiting. She fell to her knees, gasping for air, then felt a kick to her side knock her over. She rolled away, narrowly escaping the foot smashing down where her head had been moments before. She struck the ground with her fist, expelling a huge amount of energy to launch herself backwards, getting the distance between her and Kuru that she needed to recover.

Struggling back to her knees, Serena tried to catch her breath and bring her vision back into focus. Slowly she managed to get herself together again and get back to her feet, she could taste something tangy in her mouth and spit out a bit of blood, there was no mistaking that she was actually taking damage now. But she still didn't know how. On the surface her skin was untarnished, she felt no cuts or bruises, and yet there was bleeding in her mouth. It was like his blows were damaging her insides somehow, deep enough beneath the surface that the bleeding wasn't showing up as bruises yet.

Taking a deep breath and forcing the pain out of her mind, Serena took a defensive stance. She couldn't keep attacking and taking the offensive like she had been, she'd burned a lot of energy even in spite of the energy she was absorbing from his hits, and her attacks weren't even coming close to landing regardless. She'd need to force him to leave an opening to counterattack with.

Kuru wasted no time pressing the advantage, closing in and throwing a series of jabs to force Serena backwards. Serena waited for an opening, then moved to the side to narrowly dodge a jab and counter with one of her own, ducking down low to land the blow in his gut, she released a bit of energy to amplify the strike, but saved most of her reserves for a follow up attack.

Kuru stumbled back a few steps from the blow, doubling over and trying to catch his breath, Serena threw a kick at his face to send him flying, but he quickly straightened up, having faked his being immobilized. With a grunt he grabbed Serena's ankle and pulled it to his side, throwing her off balance and pulling her into a vicious punch to the side of her skull, smashing her down to the ground.

Serena's vision swam and she felt waves of pain wash over her, but she kept her composure long enough to unleash a large portion of her energy reserves as she hit the ground, making her body bounce sideways and tumble along the ground to gain some distance as she rolled to her feet. Her vision came back into focus just in time to jump backwards as Kuru fell down from above her to smash his foot into the ground. With a quick burst of energy she redirected her flight path to move to the side of his follow up punch, throwing one of her own in retaliation. Kuru smirked and threw a punch with his other hand to meet hers their fists clashing for a moment before she pulled her hand away with a grimace.

"Running out of energy are we?" Kuru said as he lunged forward to grab her by the throat and pulled her into a palm strike to the chest that sent her flying back into a wall

Serena crashed into the wall, grunting at the impact. At first she simply collapsed, seeming to have lost consciousness, but after a moment she struggled back to her feet, coughing up blood. She knew this couldn't continue onward, she was starting to figure out his fighting style and read his moves better, but she was already too injured to react properly, and she only had enough energy left for one more solid strike before she was going to run out, if that happened she'd be defenseless, with her offensive and defensive options both depleted.

"My my, you're a resilient one, I'm impressed pet" Kuru taunted, clapping slowly "most normal people are down for the count or worse after taking that many blows, not to mention how many of those were to vital areas. But look at you standing back up, you're gonna be worth reclaiming for sure."

"Screw… you" Serena panted "I'm not… your pet…"

"Tsk tsk, bad girl, guess you need to be beaten some more until you remember your place" Kuru snarled as he charged towards her, he opened with a punch, but pulled it back at the last moment to switch to an uppercut with his other arm. Serena managed to see through the feint and lean back to avoid it, then decided to do something unexpected and threw a punch, seeming to capitalize on the opening attacking had left. As Kuru prepared to evade however Serena's real target was revealed, as she struck the forearm of the arm he'd thrown the uppercut with, striking it with a large release of energy to crack the bone.

"Gah! You bitch!" Kuru snarled, recoiling in pain and withdrawing his arm. Serena smirked as she stepped forward to follow up, with the force she could strike with, even attacks to non-vital areas could inflict serious damage and pain, it was perfect to create an opening on someone she could tell was more experienced and skilled than her in actual martial arts. Her energy reserves were all but gone now, but if she could land a bunch of normal punches and kicks to his vitals now and press the assault, she could finish him off before that became a real issue.

"heh, kidding" Kuru said, his expression of pain changing to a smirk as Serena committed to her next punch, the arm she'd just struck thrusting forward as he punched her on the side of her face. He didn't let up as she staggered back, hitting her in the face again with a hook from his other arm, then again with the first arm. He then delivered a swift kick to the knee, making it buckle and dropping her down to one knee as he followed up with a knee to the face, driving her upwards enough to grab her by the throat and lift her off the ground.

"Prosthetic arm, lost most of the real one in a gang fight a while back" Kuru said "still had the doc keep enough organic material in there to keep the quirk working though, you'll need to hit a lot harder than that to hurt that arm."

Serena grabbed the arm holding her off the ground to try and squeeze it and cause enough pain to get it to release her, but sure enough, as she grabbed it she could feel the metal underneath a thin layer of what was presumably fake skin, she didn't have enough energy in reserve to break it, and she couldn't focus enough to think of a different plan with all the pain those head blows had inflicted. She could barely focus her vision enough to glare down at him and grip the arm as tightly as she could manage.

"You're probably confused as to how I'm hurting you this much when your quirk makes you effectively invulnerable to physical strikes" Kuru said "see, my strikes aren't damaging you externally, in fact the strikes are getting stopped just like they should, but my quirk lets me shoot a burst of a special kind of energy into anything I strike, damaging it on the inside. Your quirk can't absorb it, and the pain it causes is interrupting your absorption, letting me still knock you around. In essence, you're just as defenseless now as you were when you had no quirk at all."

Kuru's smirk grew as he drew back his other fist "remember now, you can make it all stop by begging to be my plaything again" he said as he rammed his fist into Serena's gut.

"N-never" Serena grunted, then spit into Kuru's face. His smirk slowly faded as he wiped the spit away, turning into a scowl as he glared back at her

"We'll see about that, I don't like that look in your eyes, that defiant glare, as if you had the right, I'll beat it out of you!" Kuru snarled as he punched again, then again, and again. He kept punching, sending waves of pain through Serena. She could barely breathe, her body felt like it was on fire, her vision blacked out briefly at each surge of white hot pain surging through her. But she kept her grip on the arm holding her, and each time her vision returned she went back to glaring at him. She didn't make any noise at the blows, refusing to cry out and give him the satisfaction.

The beating kept going for several minutes before Kuru paused to catch his breath. His composure was gone now, a look of absolute fury plastered on his face as he slammed Serena into a boulder and squeezed tighter on her throat. "Stop it! Stop giving me that damn look! You are not a person, you don't get to talk back or defy me! You're nothing but a sad little orphan that nobody wanted, you got taken in, and raised as a toy for me and others to use!" he roared as he punched her in the gut again "you're here trying to be a hero? Being a hero is something people get to do, not objects, you're nothing! You think just because you escaped and got a quirk that you're worth something now? You think we don't still own you? Well. You're. Wrong!"

Kuru punched Serena to accentuate each word as he screamed at her, the pain making her lose consciousness for an instant, but as she woke back up she went right back to defiantly glaring at him, enraging him further.

"You're… wrong…" Serena wheezed "I'm… not… like that… anymore!" With a guttural roar of defiance, she tightened her grip on Kuru's arm, and it shattered.

"WHAT?" Kuru shouted in shock and rage, stumbling back, before he recovered from his surprise Serena nailed him in the gut with all the power she could muster, sending him flying back several feet and crashing to the ground.

"Shouldn't have told me… it was mostly metal" Serena panted, still in too much pain to stand back up "your nerves were gone… you didn't feel me absorb every bit of heat in the arm to freeze it. After that it was easy to break"

"Why you little wench!" Kuru roared as he got to his feet, he was spitting out blood from the strike, but Serena had used most of her energy breaking the arm, so her punch hadn't done enough damage to keep him down. He stormed over to her and stomped down on her back, forcing her to the ground. "You know how much that arm cost me? It was worth more than TEN of you!"

Using his remaining arm Kuru rolled Serena onto her back, then groped her breast "I wanted to get you to break first before enjoying myself, but screw that, I'm gonna have my way with you right now and break you nice and slow. By the time I'm done with you there'll be nothing left of that defiant personality, you'll be an empty husk, a broken doll existing only to pleasure me, maybe I'll get a lobotomy done, there's black market doctors who'll do that"

Serena tried to force the man off of her, but her energy reserves were gone, and she was in too much pain to muster up any natural strength, still, despite the panic and traumatic memories her situation would normally bring up, she kept calm and remained defiant, struggling as best she could, even if it was a futile gesture.

"Get that damn look off your face!" Kuru snarled as he drove his knee into her chest, freeing up his arm to reach towards his pants. Before he could get to unzipping it however diamond spikes erupted from the ground around Serena, forcing him to throw himself backwards to avoid being stabbed. He rolled to his feet and pulled a switchblade from a hidden pocket on his leg and opened it up, swinging to knock aside a quill aimed for his heart. Before he could identify the source of the attack a large boulder shot towards him, slamming into him and driving him back a dozen feet before he managed to stop its momentum. As he stepped back from the boulder vines erupted from the ground around him wrapping around his arms and legs and lifting him into the air as they worked their way around his torso, binding him.

"What the hell? What happened to my men?" Kuru spat, struggling in vain against his bindings as Tyra, Kura, Daiki, Onaka, and the other students began arriving on the scene.

"They've been taken care of" Ayane said as she stepped into view "a bunch of disorganized minor crooks and C-list villains didn't stand a chance without proper leadership, I barely had to strategize at all to organize my classmates enough to take them down. We knew you were a tougher mark though, so we got into position and set up a trap to snare you."

"You little bra..!" Kuru began, only to be gagged by a vine and cut off.

"Shut up" Tyra snapped through gritted teeth, her fists clenched "not another damn word. Listening to you as we got into position to capture you… you're lucky I don't cut your tongue out of that filthy mouth"

Ayane walked over to stand in front of Serena, who was now laid against one of the diamond spikes and being treated by Freya. "That's an understatement, let me make this clear to you" she said, anger dripping from her voice like molten lava "Serena is NOT some object for you to own, and she never was, not even before she escaped you."

One by one the other students gathered around and behind Serena, staring down Kuru. "You think that just because someone took her in and forced her to serve you that means you own her? Get real" Ayane spat "she is, and always has been, a person, regardless of what you did to her or used her for. And now more than ever, she's the furthest thing from being your possession"

"Ayane…" Serena said softly, she felt the tears welling up in her eyes as her classmates rallied around her to stand up for her. Now they'd all heard what she used to be, but instead of being repulsed by the things she'd done in the past, they were defending her. They didn't know about her past as a thief and street urchin yet… but this still meant more to her than words could describe.

"Serena is many things. An amazing woman, she's strong, smart, brave, and beautiful" Ayane shouted "she's my friend, she's the daughter of her new foster parents, she's our classmate, she's a hero in training, the list goes on. The only thing she definitely isn't, no matter what you say or do, is your possession. She's one of us, and if you want her, you'll have her over our dead bodies!"

Kuru's furious expression grew more and more as Ayane spoke, but he looked around at the students standing before him, and at his own position. Down an arm, tied up in vines, and without any of his henchmen to back him up. There was no way around it, he'd lost completely, even if he broke free, he was outnumbered and outmatched. Slowly his anger faded into resignation, and his struggling stopped.

With Freya's help, Serena got to her feet, she wobbled a bit, her body weakened from the effects of Freya's healing, but she soon steadied herself as she walked in front of Kuru and stared him down. "You heard her" Serena said "I thought I had to beat you to prove I was different, to prove I wasn't just some object anymore. But I was wrong, I didn't need to do that at all, I never belonged to you or anyone. You and that bastard foster father may have chained me up and treated me like a pet or toy, but that never meant anything, just that you two were awful people exploiting a defenseless person. I had nobody to rely on, and no power to defend myself, but now I do."

Serena turned and began to walk away from her former tormenter without another word. Kuru's eyes widened in fury, and in a burst of rage induced strength he bit through the vine gagging him "Get back here! You can't talk to me like that! I own you, you can't just walk away! You hear me?"

Serena paused for a moment, then took another step forward, she wasn't going to let him have any power over her now. As much as she wanted to go back and punch him, that would be admitting he'd gotten to her, that he still had some measure of control of her actions. The only way to reject him completely was to ignore him. With this decision in mind, she continued to walk away.

"No! Stop it! You… you can't! I… I own…" Kuru shouted, then his voice trailed off as he realized Serena wasn't responding "you can't… this isn't… you're not allowed to"

"Yes, she is" Ayane said as she stepped between Kuru and Serena with her fist drawn back, then with a grunt she socked him as hard as she could manage, knocking him out.

Tyra finished wrapping the man up while Ayane rubbed her hand and winced "ow, should've let Onaka or Freya do that… worth it though" she muttered as she ran to catch up with Serena just inside the facility "Serena, are you…?"

"I'm fine, better than fine actually" Serena said, a smile spreading on her face even as the tears began flowing. Slowly she turned to face Ayane, then pulled her into an embrace "thank you, for all that you just said, and for getting everyone to stand up for me"

Ayane pulled away a bit to look Serena in the eye "I may have been the one speaking, but I didn't do anything to get the others to come to your defense. They did that on their own, each of them individually stood up for you." She said as firmly as she could, she knew that, from a psychological perspective, Serena was probably reflexively assuming everything was all because of her and not processing the true weight of the class's solidarity on the matter, and she knew if she didn't dispel that idea now that interpretation would be permanent. "No matter what that man did to you, you're as much of a person as we are, and not a single one of them was willing to stand by and let him treat you like that. Remember that, it's not just me who believed the words I was saying, everyone did, because each word I spoke is the truth."

Serena nodded, deep down she knew Ayane was right, and no matter what her insecurities tried to tell her, that was the truth. "I… I know" she said after a long pause, then pulled Ayane back into the hug "I won't forget this, not ever."

"Good, otherwise the next person I punch might have to be me beating it back into you" Ayane said, hugging back as tightly as she could.

As the two released each other their eyes met for several moments before Serena remembered about Ayane's sexuality and realized how closely they'd been touching just then. She immediately blushed slightly and turned away "Uh… right… wouldn't want to get beaten up, I'll have to be sure to remember it then" she said, trying to compose herself and not come off as too embarrassed.

Ayane noticed Serena's blush and suddenly realized how close they'd been as well, her face turning as red as a tomato in an instant. "Y-yeah, don't you test me… I'll beat you good…"

"Oh just kiss already" Onaka groaned, alerting both girls to her presence "you obviously want to, quit beating around the bush and do it!"

"Eh!?" both Serena and Ayane said in unison, looking at each other and then back to Onaka "n-no we don't!"

Onaka sighed "hopeless, both of you, fine fine, don't mind me I'll just go over to the 'people who aren't total liars' part of the building"

Onaka walked off, leaving the two alone again. "Well if we want to avoid letting her get the last word in we should chase after her" Ayane said with a nervous laugh

" Yeah we should… actually you know what? To hell with it" Serena said, then grabbed Ayane's face and pulled her into a kiss. Ayane reflexively tried to pull back for a moment, then quickly stopped and simply savored the moment until Serena pulled back and turned away. "I uh… we can sort things out after some sleep… I just felt like I needed to do that after all of that."

"R-right, don't wanna… you know… rush things when you're extra emotional from everything… go get some rest" Ayane squeaked out, too embarrassed now to protest, she needed a bit of time to herself now too.

Serena nodded, then hurried off to her room as fast as she could. She closed and locked the door behind her and laid down on her bed for the night, then passed out as soon as her head hit the pillow.


	8. Aftermath

The next day Law returned to the facility's courtyard in a flash of green light to retrieve the students and captured criminals. It had taken the students who were still in fighting shape several hours to round up the remaining villains, particularly the one holed up in the power core, but by the time it was time to 'hand in their test' they'd gathered and restrained all the villains who'd attacked the facility. The students met Law in the courtyard, most of them looking to be in decent shape thanks to Freya, though some were a bit unsteady on their feet from the side effects of the healing. Serena in particular needed to be supported by Freya in order to stay on her feet, but everyone was able to report in as a class.

The villains had been tied up and thrown in holding cells originally designed to contain the mutated animals being experimented on in the facility, ensuring none of them would be able to escape. Even as they reported into class Mota was carefully monitoring the doors to the cells to ensure the villain's own hacker didn't attempt to breach them. He doubted that it would matter at this point, with Law here to retrieve them, but after having been outsmarted by the hacker the previous night, ensuring that the villains didn't make any headway at all in escaping had become a matter of pride, rather than necessity.

"Impressive work everyone, I'll admit, I expected a few of you to be defeated in this exercise, there were a few nasty pieces of work in this bunch" Law said, slowly clapping

"tsk, don't I know it" Serena muttered under her breath, but she cracked a smile immediately afterwards to show she was joking, eliciting a chuckle from Freya.

"Now then, I will transport us back to the classroom, and the villains back to prison, where I will oversee the process of returning them to their cells." Law said, "while I do so, it will be up to the rest of you to pick a class representative, when I return we will review this exercise and send you home early for the day. I'm sure many of you could very much use the rest"

A flash of green light filled the air, forcing everyone to shield their eyes, and when Serena opened her eyes again she was back in class. Each of them standing by their assigned desks. "That quirk is kinda crazy" she said as she took a seat, happy to not have to stand anymore.

"Well you heard the professor" Ayane said "we need to pick our class rep quickly, I bet it won't take too long for Law to finish up on his end"

"Do we even need to discuss?" Mota said "it's clearly either Serena or Tyra, they were pretty much calling the shots out there."

"It's obviously Tyra" Serena said, "she handled things perfectly out there, clearly she's earned it"

"Now hold up, just because I led things out there doesn't mean I should be the rep by default." Tyra protested "many of us took initiative in that situation and took charge of our individual situations. Kura led a small group of us to regroup with each other for example, Ayane's strategies allowed us to quickly and efficiently defeat the villains in the courtyard, and without Serena keeping their boss busy capturing him wouldn't have gone nearly as smoothly."

Serena shook her head "I don't deserve to be the representative, you're giving me too much credit for that. I didn't fight him because I wanted to keep him busy or had some master plan. I fought him to settle a personal score, nothing more, and I lost that fight pretty badly at that. If I had demonstrated real leadership there, I'd have helped in the battle with the grunts and led a coordinated attack on him as a class, rather than rushing off to fight him alone."

"But you do recognize your mistake, if you've learned from it then that shouldn't disqualify you from consideration" Tanzo countered

"I'm inclined to agree with Serena on this point" Kura said "I may have relented in the end, but I was opposed to Serena fighting him alone from the outset, it was a reckless and stupid move and while I understand there was some history behind it, it displayed poor leadership. Even if she would handle things better when she doesn't have a personal score involved, based on what we've seen thus far it wouldn't be fair to say she demonstrated good leadership qualities."

"And… to be perfectly honest, I think if I were put through that situation again… I'd probably make the same call." Serena said "I know it was a dumb idea, and I know I had my ass handed to me for it, but getting the shots in that I did felt really good after everything he did. I'm not proud of my decision, but I stand by it."

There were some nods of agreement throughout the class, very few of the students knew the full details of what she'd gone through, but they'd heard how the enemy leader had been talking to Serena. None of them could really fault her for wanting to have a chance to punch such a despicable person in the face. They also all basically agreed that it was also not the best call for the situation, and so nobody contested Serena's withdrawal.

"Well if you're adamant about not being the class rep, I suppose our three main candidates are Tyra, Ayane, and Kura then, unless someone else wants to make a case for themselves" Tanzo concluded "and we need a class representative and vice-class rep, so one of the three will not get a position"

"I'd like withdraw myself from consideration" Kura said "in the same way that Serena's actions demonstrated poor leadership on her part, my allowing that plan to proceed was evidence of poor leadership on my part as well. I let my own emotions affect my judgement a bit as well, and honestly I didn't so much lead anyone as much as I simply provided a way to break down the blast doors and allow people to meet up."

"Doesn't the statement about learning from it apply to you too though" Tyra asked "and you downplay the importance of your initiative there, if not for your efforts it's highly unlikely we'd have regrouped in time to save Daiki and Mako"

"Yeah, my barrier wasn't going to hold much longer when you all showed up" Daiki confirmed "I owe you big time for that."

"That wasn't a matter of leadership, it was a matter of conveniently being trapped with someone with a synergistic quirk" Kura explained "if I'd been trapped with… let's say Onaka, I'd have been unable to do a thing about the doors. The fact that I was in the right place at the right time doesn't make me a good leader, I just took advantage of my good fortune in order to clear the path for others. By that same token, you could give Ryu or Onaka as much credit as me for melting through doors or tricking villains into ambushes respectively. The one actual leadership opportunity I was presented with was when I argued with Serena over her decision, and I made the wrong call."

"I'm inclined to agree" Seiya added "to be honest it was never in question that I'd have used my quirk to try and break the doors. Kura made sure I succeeded, but neither of us came up with a revolutionary idea there. The doors were an obstacle, and we used our available tools to overcome it. That's not leadership, it's just common sense, I could've done what we did with almost anyone."

"Well you don't have to downplay it THAT much" Kura pouted "but yeah, I haven't earned the right to lead us as class rep"

"Well if it's like that then I guess we're down to two, so who should be in which spot?" Tora asked "I'd put myself up for consideration but I covered my position on that when we discussed who should lead out in the field too. It's not really what I'm suited for.

"I'll take the vice-representative then" Ayane said "I'm a great tactician yes, and I come up with good plans and did a good job coordinating everyone, but I'm not really the 'stand in front of a crowd and give a speech' type of leader. I'm not very charismatic, and I'm usually too shy and easily embarrassed to take the spotlight. Tyra has those qualities, and she showed she had a solid grasp of tactics and management skills as well… she's definitely more qualified than I am."

"Nonsense, it's not like being class rep means you'll need to make huge speeches or anything" Serena said "it's primarily organizational stuff and management, those are what you excel at. What's the real reason you don't want to be the class rep?"

Ayane shifted nervously as the class focused on her "well… the thing is I discovered while I was out there that when I'm put under pressure I completely freeze up. When you got poisoned in the woods, I panicked. Despite my having read dozens of books on treating poisons and venoms, I couldn't think of a single thing to do about the situation at hand. Freya took charge there and led us to success. Apparently, my quirk completely shuts down if I panic, and I'm so used to having it constantly there that I can barely function without it. Until I learn to respond to pressure better, I can't in good conscience say I'm ready to be a leader."

"Well… when you put it that way it's hard to really argue that you should take the class rep spot anyway" Tyra said sheepishly "in all honesty though, my leadership skills were nothing to be admired either though… I had all sorts of plans and patrols and failsafes set up, but the slightest complication made it all collapse. My ineffectual leadership nearly got us all seriously hurt or worse… is it right for me to be the class rep after that?"

"I think you're all forgetting something here" Kaya said from the back of the room, making everyone jump. Somehow they'd all forgotten he was there, he was so quiet that he simply faded into the background, but his speaking up after being so quiet grabbed everyone's attention.

"What do you mean?" Freya asked "I think so far everyone's analysis has been pretty logical"

"We've been students at this academy for under two weeks, and almost all of that was part of the very test we're beating ourselves up over handling poorly in the first place" Kaya said "yes, we all made mistakes, but that's why we're students isn't it? If we just knew how to handle things well right off the bat, we'd just go apply for our hero licenses and take the test to go pro here and now."

"That's… an excellent point" Tyra said slowly

"So here's my take on it, based on what everyone's been saying" Kaya continued "the four students who displayed the most leadership potential are Tyra, Ayane, Serena, and Kura. Any objections so far?"

There were universal responses of agreement with the assessment, which Kaya waited for before continuing

"And of those four, two have withdrawn themselves for consideration, and one has insisted they should be the vice-rep due to reasons that none of us can argue with." Kaya said, again pausing and waiting for others to affirm his statements before concluding. "So the question becomes, considering the performance of Tyra, is it right to give her the position despite things going poorly. Bearing in mind that we are inexperienced and shouldn't be expected to perform perfectly, the way I see it is that Tyra DID come up with plans and managed us to patrol the base. Those plans failed, but she got right to work on trying to get us to regroup, and then led us into battle with Ayane's tactical assistance. Additionally, she was the one that orchestrated the operation that led to the capture of the enemy leader."

Tyra blushed a bit at the praise she was getting, which with her unusual physiology resulted in her green face turning blue instead of red. "W-when you describe it like that… then I…"

"Did an excellent job leading us for your first time on the job" Kaya finished "I think this assessment is fair. We are brand new at this, and the villains we faced are hardened criminals with a lot of experience, them bypassing our plans should've been a given, at least in hindsight. Your actions after things went wrong, and your ability to form such solid plans to begin with are what prove your effectiveness as a leader"

"Well… I guess you're right… alright I'll do my best. I promise to work hard not to let any of you down again!" Tyra said, bowing her head in humility.

"Well I think that settles it… any objections anyone?" Onaka yelled out

"Hey didn't Kaya just bring us all in order to discuss things and lead us to a logical conclusion?" Mako asked "shouldn't we consider…?"

"No thanks, I don't like being in the spotlight" Kaya interrupted "I work better supporting from the shadows."

"Uh… well no objections here then" Mako said

"None here" Tanzo nodded

One by one the class sounded off their agreement, Kaya's analysis of the situation had painted a pretty strong case for the current arrangement, and after an exhausting week and a half of constant stress, the threat of death, and constant fighting for survival, nobody was really in the mood to put themselves forward and complicate matters any further.

"Well then… going once!" Onaka called out, running up to the front of the class behind the teacher's desk to act out the role of an auctioneer. Evidently she was the only one in the class with any energy left "going twiiiiiice? SOLD to Tyra and Ayane! Three cheers for our new leaders! Hip Hip…"

"Hooray" the class moaned in unison

"I think one cheer is enough Onaka, we can't all have endless energy like you seem to" Freya sighed, resting her head on her desk "now that we've made the decision let's just rest until Law gets back"

"Ah, very good" Law said as he walked in the door of the classroom "looks like you made a decision just in time. Now then, head down to the cafeteria for lunch, we'll discuss this training exercise after you've all eaten a proper meal"

"Damn it… well eating counts as resting I guess" Freya sighed.

\- At the cafeteria -

Freya, Onaka, and Ayane stared in bewilderment at the sight before them. They'd only been eating for maybe fifteen minutes, but Serena was already wolfing down her fourth bowl of food and was showing no signs of slowing down. The scene was drawing the attention of their other classmates and even students from other classes now. Despite the speed she was eating, not a single bit of food dropped to the table and was wasted. She'd gone through a bowl of rice without losing a single grain, drank a bowl of soup without spilling a drop, eaten several pieces of chicken, bones and all, and was now working on a bowl of pasta without showing any signs of slowing down.

"You're uh…. Quite the eater" Onaka said, putting her own bowl of soup aside "how the hell do you keep such a fit body eating that much?"

Serena put the bowl down and looked at the carnage of her eating frenzy, then blushed a bit "ah… haha… well when I was younger food wasn't exactly… well… 'objects' don't need too much food to do the jobs they used me for." she explained with a nervous laugh, cutting herself off from saying anything more due to the amount of people she didn't know whose attention she'd drawn "so I have quite a few… odd habits you could say"

"More than just inhaling food like a vacuum cleaner?" Freya asked "like what else?"

Serena fell silent "that's… not important right now" she said quietly "it's just that one of them is I tend to eat a lot, especially if the food is good, and I don't like wasting any food"

Ayane picked up on the change in tone quickly and nudged Onaka and Freya, then subtly gestured to the surrounding crowds. The people around them in the busy cafeteria were trying to be polite and not eavesdrop, but the spectacle of this redhead chick consuming enough food for several grown men was drawing their attention in spite of themselves. "Maybe another time then" she said, giving Serena a nod as she changed the subject. "So what kind of crazy training do you think we'll have next?"

Serena did her best to silently convey her thanks to Ayane, then switched to the new topic. "Well I think they'll probably focus on less physical stuff for a few days, even with Freya on hand to heal everyone, many of us aren't in great physical condition right now, pushing us any further would be counterproductive. We'll probably discuss how events played out during the test, review strategy changes we could have made, stuff like that."

"Well yeah obviously Law said we were gonna discuss the training after lunch" Freya said "but what about after?"

"Serena's on the right track I think, being a pro hero is more than just combat training, we need a solid grasp of a wide variety of mundane subjects, and classes on tactics, ethics, the laws we need to follow, etc…" Ayane said, folding her arms and nodding "I'd say the logical way to go is to alternate between extreme physical training, then a few days of mental training while our bodies recover enough that more training wouldn't do damage instead of helping."

"That makes sense… but I kinda want more physical stuff" Onaka sighed "I'm no good at studying"

"Don't worry, it'll be fine, if you have trouble I'll help you" Ayane said "the academic stuff is my forte after all"

"You say that, but didn't you take down almost as many of the villains as me back in the courtyard?" Onaka said

"She did?" Serena asked in surprise "but I thought you said you weren't good at fighting Ayane"

"Well not if I'm fighting fair" Ayane admitted, blushing a bit at the attention "but… well… I don't fight fair"

Ayane glanced around to make sure nobody not sitting at their table would see, then pulled up one of her sleeves to reveal a mechanism attached to her arm with what looked like a collapsible baton loaded into it "this is just one of the gadgets I keep on hand for normal day-to-day stuff, my hero outfit has a lot more tricks like this." She explained "this one is just a collapsible shock baton with a wrist trigger to shoot it into my hand and make it expand, it carries enough voltage to incapacitate an average adult male with a solid hit" she explained, then dropped the sleeve back into place to conceal the device.

"Oh I get it, since you can't hit hard yourself you use tools like that instead, and since you can predict how people move and stuff getting off a hit or two to shock them must be pretty easy" Serena said "that's pretty clever."

Ayane blushed "it's nothing special really, just a few things I had made for me so I could actually fight, they're not even that advanced"

"Made for you?" Freya asked "but support companies don't do custom equipment for civilians, it's actually illegal to sell hero gear to unlicensed heroes. How'd you get one to make gadgets for you?"

"Well, that's…" Ayane said, looking around to make sure nobody was listening in "alright, I'm only saying this because I trust you three, have you ever heard of the support company called Yosuku Manufacturing?"

"I think so, small time company, not terribly influential or large, but they do have a reputation for doing good work on custom gear for less popular heroes who can't afford the big-league companies, what of it?" Onaka asked

"Well… and please keep this down, that means you Onaka" Ayane said, Onaka mocked being offended, but nodded in agreement before Ayane continued "my full name is Ayane Yosuku"

There was several moments of silence as the three other girls drew the connection, Freya got it first, and clamped her hand over Onaka's mouth to stifle her shout of surprise as realization dawned on her. Serena followed suit shortly after, and Onaka did a decent job of restraining herself, managing to keep her shout quiet enough to be muffled by the two. All three of them stared at Ayane in shock, you'd never tell the petite girl was a business executive by looking at her, especially seeing as they knew how shy Ayane was, which wasn't exactly the most beneficial trait for a business owner to have.

"So it's your company?" Serena asked "how'd someone as young as you…?"

"I'm not entirely proud of the methods I used, but my quirk apparently gives me a bit of an unfair advantage when it comes to stock trading. I knew I'd never pass a practical exam without equipment, so I raised the funds and bought out a small support company to make me some" Ayane confessed "so here I am, Japan's youngest CEO and millionaire. I don't have a whole lot of money, nothing even close to the Yaoyorozu family or anything like that, but I'm probably never going to be in any financial trouble either."

"Using your quirk to cheat in the stock exchange… that can't be legal… can it?" Freya asked, keeping her voice hushed so that the crowds surrounding them wouldn't pick up on it.

"Yeah that does seem like something that'd be pretty strictly regulated" Onaka said

"Well… it is legal, for better or worse" Ayane sighed "when quirks started getting regulated, a lot of big-shot corporation owners and stock brokers who had quirks beneficial to their profits invested a lot of money to make sure that using quirks in the stock exchange was conveniently forgotten about in all of the legislation. So yeah, it's completely legal to cheat."

"But still, that isn't right, why would you cheat like that? People invest in stocks assuming it'll be a fair market, but if you and other cheaters are manipulating things, aren't you practically acting as a villain?" Freya asked, she didn't look angry, but her tone conveyed disapproval at the bare minimum.

"It's not like I did it for the money" Ayane said, looking down at her feet, Freya's disapproving gaze cut deep, she was her friend, and she was calling her a villain. It hurt to be viewed that way, but all she could do was explain herself and hope she was forgiven. "When I was younger I only did it just enough to support my family and get us out of poverty… but I pushed it further a while back. For a long time, all I've wanted was to be a hero, to prove to the world that even a quirk like mine could be good enough to become a pro hero. But there's no way around the fact that in terms of fighting, I can't possibly go up against other quirks without equipment to back me up. If I even wanted to get into UA I absolutely needed this equipment… but like you said, it's illegal for support companies to produce equipment for civilians. My only chance was to circumvent that law… and to do that I needed a company of my own… and for that…"

"You needed money" Onaka finished "so you cheated and robbed people on the market using your quirk so that you could pursue your own goals"

"Onaka!" Serena interjected, slamming her bowl down to the table and shoving it aside "we know Ayane, she'd never do anything to harm another person for selfish reasons."

"Do we though? Cause it sounds like the only reason she's not a criminal right now is because of legal loopholes" Onaka said "this doesn't sit right with me at all."

"I never hurt anyone" Ayane said softly, her voice almost drowned out by the chaos of the cafeteria "I never manipulated the market like the rich brokers and CEOs do… I just predicted how things would be manipulated next and stayed a step ahead of the game, selling stocks at the right times and buying from the right companies as things shifted around. I'm not like them, I just played their game and outplayed them."

"So let me make sure on this, you're telling me that you cheated, but nobody else suffered negative consequences from your actions?" Freya asked slowly

"T-that's right" Ayane said "I know it was still not a great thing to do but…"

"Well then, if nobody got hurt, and you were doing it for the sake of becoming a hero, I suppose that's not the worst thing in the world" Freya said "right Onaka?"

"Hrmph, I don't approve, but Freya makes a good point, and you presumably stopped once you had the money you needed right?" Onaka asked, the cafeteria was starting to settle down now as people milled about on their way towards the exits, lunch was close to over, a realization that made Onaka panic and begin trying to eat the rest of her soup as quickly as she could manage

"Yes, I don't do any of that anymore" Ayane confirmed with a sigh of relief "and what about you Serena? What… what are your thoughts on the matter?"

Serena was silent, not immediately responding with reassurance, despite her coming to Ayane's defense moments before, that didn't necessarily mean she approved either. Ayane looked to Serena nervously, her heart in her throat, Serena's disapproval would sting the most, and one look at her face showed she was conflicted.

"I… don't agree with doing stuff like that… but I could never hate you, not over something like that." Serena said at last "besides… it's not like I'm a saint myself."

Ayane sighed in relief, then paused, what did Serena mean by that? She glanced up at Serena, but the red-haired girl was now intensely focused on eating again and was avoiding eye contact. It didn't seem Freya or Onaka had picked up on anything, or if they had they weren't showing it. She'd have to ask Serena about it later, when less people were around to make her unwilling to talk about it.

"So wait a minute, what exactly do you DO in your company Ayane?" Freya asked "small company or no, I would've thought a CEO attending this school would draw attention."

"Well, I'm the CEO in name only for the most part" Ayane said "I occasionally have to go settle business deals or provide direction for the company on larger scale things, but the day to day operations, and the face of the company, are all handled by a stand-in. In the eyes of the public I don't have much to do with the company at all save for the name, but it's not like my last name is common knowledge or anything. The teachers know, but that's about it other than you three"

Serena gathered everyone's plates and bowls and put them on a tray to be collected by the cleaning crew later, then stood up "lunch is about over, we should get going"

"Oh, right" Freya said, standing up and looking around at the now mostly empty cafeteria, then walking with her friends towards the exit doors.

"So basically, you just own the company to have it support your family and make you equipment to use" Onaka said

"Essentially, yeah" Ayane said "I do try and help it grow and become more profitable here and there, but mostly my focus is on my hero training. Once I go pro I'll have to consider morphing it into a hero agency."

"Lucky… you've got everything all planned out, darn intelligence quirk, making everything look so simple" Onaka pouted "there's no justice for us dummies in the world is there?"

The four girls laughed, dispelling the tension caused by Ayane's reveal, and then made their way back to class.

\- outside campus, end of day -

After a long day of grueling courses and assignments, the students of class 1C finally made it off campus a full hour after school ended for everyone else, all heading their separate ways as they went home to rest and try and absorb all the knowledge that had been shoved into their heads that day. They'd gone over the test and their performance in excruciating detail, breaking down each stage of the battle and how they could've handled things differently or if their actions were the correct ones.

After that had been a few normal high school courses, followed by a course on heroism laws and ethics, followed by yet another course on tactics, and finishing up the day with a science class relating to their quirks in order to gain a more complete understanding of how each of their abilities functioned. It was a lot to take in for one afternoon, but Ayane had one more thing she wanted to learn.

It seemed Serena knew Ayane was planning to come find her, as she'd made her way to an empty park and sat down by a grove of trees. The setting sun's rays illuminating the area with an orange light that made Serena's fiery red hair stand out as if it were actually burning. It was a beautiful sight, but Ayane forced herself to ignore it as she walked over and sat down next to Serena. She had no time to be enthralled by the beauty of the sight, she wanted to ask Serena questions and who knew if Serena would still have the resolve to answer them if she waited too long.

"Knew you picked up on that slip of the tongue" Serena sighed, clearly not pleased that the slip had happened at all "well go ahead then."

"You mentioned some odd habits, and that you weren't a saint either. I know your past isn't… typical… and I don't mean to pry but…" Ayane said, trailing off, in truth she didn't know why exactly she wanted to know more about the matter. She didn't want to hurt Serena by digging up bad memories, and she doubted anything Serena said could make her any less incredible in Ayane's opinion. She didn't really have a reason to want to know… and yet she still did regardless. She wanted to know about Serena, get to really know her, grow closer and bond, and then maybe…. Ayane suddenly knew the reason she was prying about the matter, and blushed at the realization, suddenly very grateful the lighting would make it hard to tell how red her cheeks had become.

"Well there's a gap between when those bastards tormented me and when Mom and I met" Serena said, pausing for a moment as if unsure if she wanted to elaborate. Ayane could see the shifts in body language Serena was giving off when she used her quirk, clearly this was not a comfortable topic for her, but the shifts settled in on a tense, but determined vibe and Serena continued. "One day my 'caretaker' got really drunk and angry because I hadn't developed a quirk for him yet. He beat me up worse than usual, then chucked me out through a window to crash into the concrete below. Apparently, the stress of this caused my quirk to manifest, but I didn't realize it at the time, all I knew was that I'd survived, I was outside that damn bar, and I wasn't being held back by a leash or chains. So I ran for dear life."

Ayane listened quietly, in her head she could already guess what life must've been like after that, but she didn't want to interrupt now. She considered briefly putting a hand on Serena's shoulder to comfort her, but retrained herself, knowing Serena probably didn't respond well to uninvited physical touching even in this scenario. Ayane folded her hands together to keep them steady, and listened on.

"Unfortunately, as a seemingly quirkless little girl, it wasn't like I could exactly find legitimate work somewhere, and most of the scumbags in the area would've likely just sold me back to the bar for pocket change anyway." Serena said, there was a hint of bitterness in her voice at that, but it faded into regret and sorrow quickly as she continued "so I had a choice, either starve to death… or steal."

"I was lousy at it at first, I got caught a lot and had to run for it, luckily I learned how to move very fast when I needed to, again my quirk was probably helping out, but I didn't know it back then… but over time I got good at stealing… really good" Serena continued, wrapping her arms around her legs and curling up a bit "I hated it. Every time I stole food to survive I knew I was being just like those bastards I'd run away from. I was committing crimes, I was hurting others for my own sake, and even if I tried to take only as much as I needed… everyone was struggling to make ends meet there, I'm sure more than a few families went hungry some nights, maybe even for multiple nights, because of me."

"I was doing this daily for so long, even today I find myself swiping small things here and there out of a subconscious force of habit, particularly when those things involve food, or picking locks instead of using the keys" Serena said "here's your phone back by the way… sorry"

Ayane blinked in surprise as Serena handed back the phone that had previously been in her pocket, not having noticed she'd been pickpocketed at all. She put the phone away, then put her hand on Serena's shoulder, unable to keep herself from at least trying to comfort her "Serena… you had to do that to survive… it's o…"

"Don't, don't you dare lie and say that what I did was right or ok" Serena cut in, brushing off Ayane's hand and curling up tighter, digging her nails into her arms hard enough to nearly draw blood. "it damn well wasn't right, and it wasn't ok. It was necessary, but that doesn't make it ok. The people I hurt and took from, most of them were innocents just trying to get by just like me. For all I know some of them may have ended up dead because I took their food and they didn't have the strength left to scrounge up more because they were starving. I've seen families break down in tears of despair when they realized they couldn't catch up to and stop me from escaping with their food, heard crying children even younger than me who didn't understand what was going on… I learned pretty quick never to look back at my victims… I couldn't bear to see the suffering I was causing with my own eyes, much better to pretend not to notice and delude myself into thinking they'd be fine."

"Serena…" Ayane said, her heart sinking at the thought of how painful living that way must have been. She had been born poor herself, but her family had been well off enough that even if they went hungry one night, they could be relatively certain they'd still make it through the week, this level of desperation was different, but she understood it to an extent. And to look at the ones she'd stolen from and feel the guilt of having possibly ruined their chances of survival, she couldn't even imagine how much that must've hurt. Still, she knew there was something she was going to need to do now, and so she took a deep breath to steel herself, her body tensing up as she began to raise her hand again.

"There's blood on my hands that I can't just hide with gloves, so yeah, for me to fault you for using your gifts to help yourself and your family, and helping yourself achieve your dreams, I'd have to be a hypocrite as well as a killer." Serena said, she opened her mouth to say something else, but was cut off by Ayane slapping her across the face, she was so surprised by the sudden strike she didn't even manage to use her quirk to absorb it.

"You stop that right now" Ayane said, her tone was fierce, as she glared at Serena, barely holding back tears "I know that feeling of self-loathing, and damn it you are not going to drown in it on my watch. I won't claim to have gone through anything remotely as horrible as what you were put through, but I know you, and I can imagine how hard it was to survive on your own like that. I can't even fathom how terrible that guilt over your actions felt, and feels now, but let me make something clear, your actions and the actions of the villains who tormented you are nothing alike. You took only what you absolutely needed, and felt bad about it every single time, a villain takes everything they can and feels no shame in doing so. They are not the same thing, and somewhere inside you I know you know that too."

"I still hurt people though, motives aside" Serena tried to protest, rubbing the now rapidly reddening slap mark on her cheek.

"And they probably would've done the same to you if your positions were reversed, there's no shame in fighting to live." Ayane retorted "but even if some of them did die as a result, the fact you're here now proves that you aren't a bad person at heart. You did things you weren't proud of out of necessity, and now that you're better off you're trying to make up for the harm you caused by becoming a hero. No that doesn't erase what happened, and maybe you'll always feel guilt over it, but you're already atoning for it simply by being here right now and training to be a hero. If you truly feel guilty, then as a hero use your position to help make it so people aren't in that kind of poverty anymore."

"Well yeah of course I plan to do that, but…" Serena started again

"No, no buts, what you did was regrettable, but it wasn't wrong. You're better off now and you're trying to make things right, that's what matters" Ayane said firmly "your past does not define you, I thought we covered this yesterday."

Serena opened her mouth to protest again, but she knew deep down that Ayane was right about this. "Still… that doesn't make me feel less terrible about it…" she sighed "and it's the same as with the scars, I'm constantly scared someone will find out about the things I've done and hate me for it…"

"Those feelings take time to fade" Ayane said as she pulled Serena into a comforting hug, wrapping her arms around the girl and holding her tightly as she spoke softly into her ear. The sun had mostly set now, and the light was fading from the world around them quickly. "Your fears, your guilt, your traumas, they don't just disappear because you've moved past them or accepted them, feelings like that aren't that easy to get rid of. But know this much at least, no matter what you've done, or what's been done to you, I will always be here for you. And you're stronger now, just yesterday you stood up to your demons and in the end you won. That might not be enough on its own to magically make everything ok, but it shows you're on the right track." Ayane whispered

Serena instinctively stiffened at the sudden embrace, but quickly relaxed after her initial reflex faded. "I don't really feel like things are much different than before… I kinda did think that once I beat that bastard I'd come to terms with what happened… but when I saw the scars again in the morning… I hated looking at them just as much as ever" she said, then after a moment's hesitation returned the embrace Ayane was giving her, looking down over the girl's shoulder and locking her eyes onto her gloved hands, clearly picturing the scars underneath the fabric as if they were out in the open.

"It doesn't work like that, standing up to him was the first step, now you have to take the next steps on your own." Ayane said, hugging her tighter "and that next step is accepting what happened and coming to terms with it. You clearly haven't done that yet, and you're letting your fear of these things in your past tie you to these emotions. Accept them, and start trying to break their hold over you. Take it in small steps, as quickly as you feel comfortable with. Just remember that Freya, Onaka, and I are all here for you, every step of the way."

Ayane let go and backed away a bit to give Serena her space, but kept her hands on the girl's shoulders so as not to break contact and leave her completely. Serena took a deep breath, then exhaled slowly "alright, you're right, I can't keep living in fear of this stuff, or I'll never feel better about any of it no matter how many times I kick the ass of one of my tormentors. Starting today, I'm going to try and take steps towards that goal" she said, then reached up and brushed part of her hair to the other side of her face, revealing one more scar over her left eye that had been almost completely hidden by a combination of makeup and covering the upper half of it with her hair "I'll start with this, showing this scar to the world without shame or fear."

As Serena resolved to face her fear, the sun set completely, and the streetlamps turned on, illuminating them in a soft pale light, off to the side of the road as they were, the glow was dim enough to give an almost ethereal glow to Serena's face, just barely bright enough to make her newly revealed scar visible.

Ayane smiled "that's an excellent start, no need to dive headfirst into the deep end, starting with something like this is perfect" she said, then stood up and offered her hand to help Serena up as well "now come on, lets head home to your place, we've got a bunch of homework to do and we'll get it done faster together."

Serena cracked a smile as she accepted the help and stood up herself "oh how bold of you, inviting yourself to my bedroom already are we?" she teased, causing Ayane's face to turn bright crimson

"n-n-n-n-no o-of course n-not!" Ayane stammered "I-I mean, if you.. uh… wanted to… er… you know… I wouldn't say no… b-b-but… ah… i-it's a bit early to be d-doing that"

Serena burst out laughing "you're just adorable when you're flustered like that!"

Ayane covered her face in her hands "Serenaaaa come on, don't mess with me like that, I'm easily embarrassed" she pouted

Serena eventually got control of her laughter "sorry, I couldn't resist" she said "come on, let's go, I'm sure Mom won't mind me having a friend over to do schoolwork, and you'll get to try her cooking…. Oh, and uh… here's some of your things back again…"

Serena sheepishly handed over a wallet and a key card of some sort with the logo of Yosuku Manufacturing on it. Ayane took them back and began to put them away when something struck her. "Wait… to have taken this card you'd have had to…" she said, trailing off as her face slowly turned into an even brighter shade of scarlet than before "had to… reach into… and touch… and then." She squeaked as she felt her back briefly, her face growing brighter by the second. Serena was starting to realize just where she'd unconsciously taken the key card from and was blushing now in response. Ayane's face darkened a bit, her embarrassment reaching the point of anger "SERENAAAAAAA!" she shouted

Serena consciously chose not to stop the ensuing slap that came moments later.


End file.
